UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to__________

Commission File Number: 001-34625

SMART POWERRCORP.

(Exact name of registrant as specified in its charter)

Nevada		90-0093373
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4/F, Tower C Rong Cheng Yun Gu Building Keji 3rd Road Yanta District, Xi An City Shaan Xi Province, China		710075
(Address of principal executive offices)		(Zip Code)

(011) 86-29-8765-1098

(Registrant’s telephone number, includingarea code)

N/A

(Former name, former address and former fiscalyear, if changed since last report)

Securities registered pursuant to Section 12(b)of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.001 par value		CREG		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g)of the Act: None.

Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registranthas submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrantis a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of eachof the issuer’s classes of common stock, as of the latest practicable date.

As of August 13, 2025, there were 2,923,822 shares ofcommon stock, par value $0.001 per share, of the registrant issued and outstanding.

SMART POWERR CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025

TABLE OF CONTENTS

		Page
Cautionary Note Regarding Forward-Looking Statements		ii

PART I – FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	27

PART II – OTHER INFORMATION		28

Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29

SIGNATURES		35

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”),including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition andResults of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, asamended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,”“estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,”“will,” “potential,” “projects,” “predicts,” “continue,” or “should,”or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will notmaterially differ from expectations. These statements are based on management’s current expectations, but actual results may differmaterially due to various factors, including, but not limited to those discussed under the heading “Risk Factors” in any ofour filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.

The forward-looking statements contained in thisReport are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developmentsaffecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (someof which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from thoseexpressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should anyof our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events orotherwise, except as may be required under applicable securities laws.

By their nature, forward-looking statements involverisks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We cautionyou that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial conditionand liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-lookingstatements contained in this Report. In addition, even if our results or operations, financial condition and liquidity, and developmentsin the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developmentsmay not be indicative of results or developments in subsequent periods.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

SMART POWERR CORP.

CONSOLIDATED BALANCE SHEETS

JUNE 30, 2025 (UNAUDITED)AND DECEMBER 31, 2024

(IN U.S. DOLLARS, EXCEPT FOR SHARE DATA)

	JUNE 30, 2025			DECEMBER 31, 2024
ASSETS

CURRENT ASSETS
Cash	$	131,114,964		$	25,341
VAT receivable		168,767			165,629
Advance to supplier		-			65,214,994
Short term loan receivables		-			55,660,132
Other receivables		56,519			49,747

Total current assets		131,340,250			121,115,843

NON-CURRENT ASSETS
Operating lease right-of-use assets, net		88,692			115,068
Fixed assets, net		778,981			3,875
Total non-current assets		867,673			118,943
TOTAL ASSETS	$	132,207,923		$	121,234,786

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	119,330		$	68,003
Contract liabilities		62,818			-
Taxes payable		4,275,621			4,276,597
Accrued interest on notes		37,776			69,103
Notes payable, net of unamortized OID of $0 and $31,250, respectively		4,419,334			4,705,696
Accrued liabilities and other payables		2,999,144			3,166,486
Operating lease liability		59,638			58,529
Payable for purchase of 10% equity interest of Zhonghong		418,784			410,998
Interest payable on entrusted loans		347,591			341,129

Total current liabilities		12,740,036			13,096,541

NONCURRENT LIABILITIES
Income tax payable		3,350,625			3,350,625
Operating Lease liability		29,054			56,539
Total noncurrent liabilities		3,379,679			3,407,164

Total liabilities		16,119,715			16,503,705

CONTINGENCIES AND COMMITMENTS

STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value; 100,000,000 shares authorized, 24,491,069 and 7,391,996 shares issued and outstanding		25,305			9,161
Additional paid in capital		177,209,736			165,959,857
Statutory reserve		15,191,645			15,191,645
Accumulated other comprehensive loss		(12,152,819	)		(14,373,199	)
Accumulated deficit		(64,185,659	)		(62,056,383	)
Total stockholders’ equity		116,088,208			104,731,081
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	132,207,923		$	121,234,786

The accompanying notes are an integral part ofthese consolidated financial statements

SMART POWERR CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVELOSS

(UNAUDITED)

	SIX MONTHS ENDED JUNE 30,						THREE MONTHS ENDED JUNE 30,
	2025			2024			2025			2024

Revenue		82,839			-			62,214			-
Cost of revenues		(47,418	)		-			(35,612	)		-
Gross Profit		35,421			-			26,602			-

Operating expenses
General and administrative		2,223,109			559,237			1,051,900			350,803

Total operating expenses		2,223,109			559,237			1,051,900			350,803

Loss from operations		(2,187,688	)		(559,237	)		(1,025,298	)		(350,803	)

Non-operating income (expenses)
Gain (loss) on note conversion		-			(21,243	)		-			-
Interest income		45,574			81,281			32,724			41,297
Interest expense		(251,414	)		(204,331	)		(251,414	)		(100,251	)
Other income, net		298,999			28,152			-			-

Total non-operating income (expenses), net		93,159			(116,141	)		(218,690	)		(58,954	)

Loss before income tax		(2,094,529	)		(675,378	)		(1,243,988	)		(409,757	)
Income tax expense		34,747			14,176			828			-

Net loss		(2,129,276	)		(689,554	)		(1,244,816	)		(409,757	)

Other comprehensive items
Foreign currency translation income/(loss)		2,220,380			(767,810	)		1,636,174			(649,189	)

Comprehensive Income/(loss)	$	91,104		$	(1,457,364	)	$	391,358		$	(1,058,946	)

Weighted average shares used for computing basic and diluted loss per share		17,634,640			8,238,106			24,523,572			8,360,386

Basic and diluted net loss per share	$	(0.12	)	$	(0.08	)	$	(0.05	)	$	(0.05	)

The accompanying notes are an integral part ofthese consolidated financial statements

SMART POWERR CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’EQUITY

SIX AND THREE MONTHS ENDED JUNE 30, 2025 and 2024

(UNAUDITED)

	Common Stock				Paid in		Statutory		Accumulated Other Comprehensive			Accumulated			Total stockholders’
	Shares		Amount		Capital		Reserves		Loss			Deficit			equity

Balance as of December 31, 2024		9,161,218	$	9,161	$	165,959,857	$	15,191,645	$	(14,373,199	)	$	(62,056,383	)	$	104,731,081

Net loss for the period		-		-		-		-		-			(884,460	)		(884,460	)

Foreign currency translation gain		-		-		-		-		584,206			-			584,206

offering of the common stock		15,329,851		15,330		9,850,070		-		-			-			9,865,400

Balance as of March 31, 2025		24,491,069		24,491		175,809,927		15,191,645		(13,788,993	)		(62,940,843	)		114,296,227

Net loss for the period		-		-		-		-		-			(1,244,816	)		(1,244,816	)

Conversion of long-term notes into common shares		689,817		690		568,413		-		-			-			569,103

Stock compensation expense		124,126		124		831,396		-		-			-			831,520

Foreign currency translation gain		-		-		-		-		1,636,174			-			1,636,174
Balance as of June 30, 2025		25,305,012	$	25,305	$	177,209,736	$	15,191,645	$	(12,152,819	)	$	(64,185,659	)	$	116,088,208

	Common Stock				Paid in			Statutory			Other Comprehensive			Accumulated
	Shares		Amount		Capital			Reserves			Loss			Deficit			Total

Balance as of December 31, 2023		7,963,444	$	7,963	$	164,870,025		$	15,191,645		$	(10,326,595	)	$	(60,497,371	)	$	109,245,667

Net loss for the period		-		-		-			-			-			(279,797	)		(279,797	)

Conversion of long-term notes into common shares		165,081		165		321,078			-			-			-			321,243

Transfer to statutory reserves		-		-		-			31			-			(31	)		-

Foreign currency translation loss		-		-		-			-			(118,621	)		-			(118,621	)

Balance as of March 31, 2024		8,128,525		8,128		165,191,103			15,191,676			(10,445,216	)		(60,777,199	)		109,168,492

Net loss for the period		-		-		-			-			-			(409,757	)		(409,757	)

Conversion of long-term notes into common shares		259,067		259		(259	)		-			-			-			-

Stock compensation expense		128,765		129		138,937			-			-			-			139,066

Transfer to statutory reserves		-		-		-			(31	)		-			31			-

Foreign currency translation loss		-		-		-			-			(649,189	)		-			(649,189	)

Balance as of June 30, 2024		8,516,357	$	8,516	$	165,329,781		$	15,191,645		$	(11,094,405	)	$	(61,186,925	)	$	108,248,612

The accompanying notes arean integral part of these consolidated financial statements

SMART POWERR CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	SIX MONTHS PERIOD ENDED JUNE 30,
	2025			2024

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,129,276	)	$	(689,554	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		9,796			-
Operating lease expenses		28,311			30,854
Loss on note conversion					21,243
Stock compensation expense		831,520			139,066
Interest expense		251,414			-
Advance to supplier		65,597,834			-
Other receivables		(11,297	)		18,164
Contract liabilities		62,012			-
Taxes payable		(442	)		60
Payment of lease liability		(28,311	)		(30,854	)
Accrued liabilities and other payables		(115,543	)		262,889

Net cash generated from (used in) operating activities		64,496,018			(248,132	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Short term loan receivable increase		55,986,881			-
Short term loan receivable collection		-			68,542,364
Fixed assets		(784,877	)		-

Net cash generated from investing activities		55,202,004			68,542,364

CASH FLOWS FROM FINANCING ACTIVITY:
Issuance of common stock		9,865,400			-
Net cash provided by financing activity		9,865,400			-

EFFECT OF EXCHANGE RATE CHANGE ON CASH		1,526,201			(224,550	)

NET INCREASE IN CASH		131,089,623			68,069,682
CASH, BEGINNING OF PERIOD		25,341			32,370

CASH, END OF PERIOD	$	131,114,964		$	68,102,052

Supplemental cash flow data:
Income tax paid		-		$	26,606
Interest paid		-		$	-

Supplemental disclosure of non-cash financing activities
Right-of-use assets obtained in exchange for operating lease liabilities		-			182,990
Conversion of notes into common shares		569,103		$	300,000

The accompanying notes are an integral part ofthese consolidated financial statements

SMART POWERR CORP.AND SUBSIDIARIES

NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024

1. ORGANIZATIONAND DESCRIPTION OF BUSINESS

Smart PowerrCorp. (the “Company” or “SPC”) was incorporated in Nevada, and was formerly known as China Recycling Entergy Corporation.The Company, through its subsidiaries, provides energy saving solutions and services, including selling and leasing energy saving systemsand equipment to customers, and project investment in the Peoples Republic of China (“PRC”).

The Company’sorganizational chart as of June 30, 2025 is as follows:

Erdos TCH –Joint Venture

On April 14, 2009, theCompany formed a joint venture (the “JV”) with Erdos Metallurgy Co., Ltd. (“Erdos”) to recycle waste heat fromErdos’ metal refining plants to generate power and steam to be sold back to Erdos. The name of the JV was Inner Mongolia Erdos TCHEnergy Saving Development Co., Ltd. (“Erdos TCH”) with a term of 20 years. Erdos contributed 7% of the total investment ofthe project, and Xi’an TCH Energy Technology Co., Ltd. (“Xi’an TCH”) contributed 93%. On June 15, 2013, Xi’anTCH and Erdos entered into a share transfer agreement, pursuant to which Erdos sold its 7% ownership interest in the JV to Xi’anTCH for $1.29 million (RMB8 million), plus certain accumulated profits. Xi’an TCH paid the $1.29 million in July 2013 and, as aresult, became the sole stockholder of the JV. Erdos TCH currently has two power generation systems in Phase I with a total 18 MW powercapacity, and three power generation systems in Phase II with a total 27 MW power capacity. On April 28, 2016, Erdos TCH and Erdos enteredinto a supplemental agreement, effective May 1, 2016, whereby Erdos TCH cancelled monthly minimum lease payments from Erdos, and startedto charge Erdos based on actual electricity sold at RMB0.30 / KWH. The selling price of each KWH is determined annually based on prevailingmarket conditions. In May 2019, Erdos TCH ceased operations due to renovations and furnace safety upgrades of Erdos, and the Company initiallyexpected the resumption of operations in July 2020, but the resumption of operations was further delayed due to the government’smandate for Erdos to significantly lower its energy consumption per unit of GDP by implementing a comprehensive technical upgrade of itsferrosilicon production line to meet the City’s energy-saving targets. Erdos is currently researching the technical rectificationscheme. Once the scheme is determined, Erdos TCH will carry out technical transformation for its waste heat power station project. Duringthis period, Erdos will compensate Erdos TCH RMB1 million ($145,524) per month, until operations resume. The Company has not recognizedany income due to the uncertainty of collection. In addition, Erdos TCH has 30% ownership in DaTangShiDai (BinZhou) Energy Savings TechnologyCo., Ltd. (“BinZhou Energy Savings”), 30% ownership in DaTangShiDai DaTong Recycling Energy Technology Co., Ltd. (“DaTongRecycling Energy”), and 40% ownership in DaTang ShiDai TianYu XuZhou Recycling Energy Technology Co, Ltd. (“TianYu XuZhouRecycling Energy”). These companies were incorporated in 2012 but had no operations since then nor has any registered capital contributionbeen made.

Formation of Zhongxun

On March 24, 2014, Xi’anTCH incorporated a subsidiary, Zhongxun Energy Investment (Beijing) Co., Ltd. (“Zhongxun”) with registered capital of $5,695,502(RMB35,000,000), which must be contributed before October 1, 2028. Zhongxun is 100% owned by Xi’an TCH and will be mainly engagedin project investment, investment management, economic information consulting, and technical services. Zhongxun has not commenced operationsnor has any capital contribution been made as of the date of this Report.

Formation of Yinghua

On February 11, 2015,the Company incorporated a subsidiary, Shanghai Yinghua Financial Leasing Co., Ltd. (“Yinghua”) with registered capital of$30,000,000, to be paid within 10 years from the date the business license is issued. Yinghua is 100% owned by the Company and will bemainly engaged in financial leasing, purchase of financial leasing assets, disposal and repair of financial leasing assets, consultingand ensuring of financial leasing transactions, and related factoring business. Yinghua has not commenced operations nor has any capitalcontribution been made as of the date of this Report.

2. SUMMARYOF SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation

The accompanyingconsolidated financial statements (“CFS”) are prepared in conformity with U.S. Generally Accepted Accounting Principles (“USGAAP”). The functional currency of the Company’s operating entities is Chinese Renminbi (“RMB”). The accompanyingconsolidated financial statements are translated from RMB and presented in U.S. dollars (“USD”).

Principleof Consolidation

The CFS include the accountsof SPC and its subsidiaries, Shanghai Yinghua Financial Leasing Co., Ltd. (“Yinghua”) and Sifang Holdings; Sifang Holdings’wholly owned subsidiaries, Huahong New Energy Technology Co., Ltd. (“Huahong”) and Shanghai TCH Energy Tech Co., Ltd. (“ShanghaiTCH”); Shanghai TCH’s wholly-owned subsidiary, Xi’an TCH Energy Tech Co., Ltd. (“Xi’an TCH”); andXi’an TCH’s subsidiaries, 1) Erdos TCH Energy Saving Development Co., Ltd (“Erdos TCH”), 100% owned by Xi’anTCH, 2) Zhonghong, 90% owned by Xi’an TCH and 10% owned by Shanghai TCH, and 3) Zhongxun, 100% owned by Xi’an TCH. Substantiallyall the Company’s revenues are derived from the operations of Shanghai TCH and its subsidiaries, which represent substantially allthe Company’s consolidated assets and liabilities as of June 30, 2025. The revenue for the Company for the six months ended June30, 2025 or 2024 was 82,839 and 0 respectively. All significant inter-company accounts and transactions were eliminated in consolidation.

Usesand Sources of Liquidity

For thesix months ended June 30, 2025 and 2024, the Company had a net loss of $2,129,276 and $689,554, respectively. For the three monthsended June 30, 2025 and 2024, the Company had a net loss of $1,244,816 and $409,757, respectively. The Company had an accumulateddeficit of $64,185,659 as of June 30, 2025. The Company disposed all of its systems and currently holds five power generating systemsthrough Erdos TCH, the five power generating systems are currently not producing any electricity. The Company is in the process of transformingand expanding into an energy storage integrated solution provider business. The Company plans to pursue disciplined and targeted expansionstrategies for market areas the Company currently does not serve. The Company actively seeks and explores opportunities to apply energystorage technologies to new industries or segments with high growth potential, including industrial and commercial complexes, large scalephotovoltaic (PV) and wind power stations, remote islands without electricity, and smart energy cities with multi-energy supplies. The Company’s cash flow forecast indicates it will have sufficient cash to fund its operations for the next 12 months from the dateof issuance of these CFS.

Use ofEstimates

In preparingthese CFS in accordance with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilitiesin the balance sheets as well as revenues and expenses during the period reported. Actual results may differ from these estimates. Onan on-going basis, management evaluates its estimates, including those allowances for bad debt, impairment loss on fixed assets and constructionin progress, income taxes, and contingencies and litigation. Management bases its estimates on historical experience and on various otherassumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments aboutthe carrying values of assets and liabilities that are not readily apparent from other resources.

RevenueRecognition

A) Sales-typeLeasing and Related Revenue Recognition

The Companyfollows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 842. TheCompany’s sales type lease contracts for revenue recognition fall under ASC 842. During the six months ended June 30,2025 and 2024, the Company did not sell any new power generating projects.

The Companyconstructs and leases waste energy recycling power generating projects to its customers. The Company typically transfers legal ownershipof the waste energy recycling power generating projects to its customers at the end of the lease.

The Companyfinances construction of waste energy recycling power generating projects. The sales and cost of sales are recognized at the inceptionof the lease, which is when control is transferred to the lessee. The Company accounts for the transfer of control as a sales type leasein accordance with ASC 842-10-25-2. The underlying asset is derecognized, and revenue is recorded when collection of payments is probable.This is in accordance with the revenue recognition principle in ASC 606 - Revenue from contracts with customers. The investment in sales-typeleases consists of the sum of the minimum lease payments receivable less unearned interest income and estimated executory cost. Minimumlease payments are part of the lease agreement between the Company (as the lessor) and the customer (as the lessee). The discount rateimplicit in the lease is used to calculate the present value of minimum lease payments. The minimum lease payments consist of the grosslease payments net of executory costs and contingent rentals, if any. Unearned interest is amortized to income over the lease term toproduce a constant periodic rate of return on net investment in the lease. While revenue is recognized at the inception of the lease,the cash flow from the sales-type lease occurs over the course of the lease, which results in interest income and reduction of receivables.Revenue is recognized net of value-added tax.

B) ContingentRental Income

The Companyrecords income from actual electricity generated of each project in the period the income is earned, which is when the electricity isgenerated. Contingent rent is not part of minimum lease payments.

C) Operationand Maintenance Income

The Company records income fromperform operation and maintenance services to third parties in the period the income is earned, which is based on the service performancefulfilled over time. During the six months ended June 30, 2025, the Company signed RMB1.8 million (US$0.2 million) contract and amortizedfor ten years based on the service period.

OperatingLeases

The Companydetermines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the presentvalue of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicitin the lease is not readily determinable for an operating lease, the Company generally uses an incremental borrowing rate based on informationavailable at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU assets”)assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities representthe Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amountof the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term.

ROU assetsare reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to theimpairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets.

ROU assets are tested for impairmentindividually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of otherassets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowestlevel for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Companyrecognized no impairment of ROU assets as of June 30, 2025 and December 31, 2024.

Operatingleases are included in operating lease ROU and operating lease liabilities (current and non-current), on the consolidated balance sheets.

Cash

Cash includescash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturityof three months or less as of the purchase date.

AccountsReceivable

The Company’s policy isto maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivableand analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customerpayment patterns to evaluate the adequacy of these reserves. As of June 30, 2025 and December 31, 2024, the Company had no accountsreceivable.

Advanceto suppliers

Advanceto suppliers consist of balances paid to suppliers for materials that have not been received. The Company reviews its advances to supplierson a periodic basis and makes general and specific allowances when there is doubt as to the ability of a supplier to provide suppliesto the Company or refund an advance.

Shortterm loan receivables

The Companyprovided loans to certain third parties for the purpose of making use of its cash.

The Company monitors all loansreceivable for delinquency and provides for estimated losses for specific receivables that are not likely to be collected. Managementperiodically assesses the collectability of these loans receivable. Delinquent account balances are written-off against the allowancefor doubtful accounts after management has determined that the likelihood of collection is not probable. As of June 30, 2025 and December31, 2024, the Company did not accrue allowance against short term loan receivables.

Concentrationof Credit Risk

Cash includescash on hand and demand deposits in accounts maintained within China. Balances at financial institutions and state-owned banks within thePRC are covered by insurance up to RMB500,000 ($71,792) per bank. Any balance over RMB500,000 ($71,792) per bank in PRC is notcovered. The Company has not experienced any losses in such accounts.

Certainother financial instruments, which subject the Company to concentration of credit risk, consist of accounts and other receivables. TheCompany does not require collateral or other security to support these receivables. The Company conducts periodic reviews of its customers’financial condition and customer payment practices to minimize collection risk on accounts receivable.

The operationsof the Company are in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influencedby the political, economic and legal environments in the PRC.

Fixedassets, net

Fixed asset,net are stated at cost, net of accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred; additions,renewals and betterments are capitalized. When fixed asset are retired or otherwise disposedof, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciationof fixed asset is provided using the straight-line method over the estimated lives as follows:

Vehicles		2 – 5 years
Office and Other Equipment		2 – 5 years

Impairmentof Long-lived Assets

In accordance with FASB ASC Topic360, “Property, Plant, and Equipment,” the Company reviews its long-lived assets, including property and equipment,for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable.If the total expected undiscounted future net cash flows are less than the carrying amount of the asset, a loss is recognized for thedifference between the fair value (“FV”) and carrying amount of the asset. The Company did not record any impairment for thethree months ended June 30, 2025 and 2024.

Contractliabilities

Contract liabilitiesrepresent advance payments collected from third-party payers. They represent obligations that will be satisfied by providing servicesto the customer.

Accountsand other payables

Accountsand other payables represent liabilities for goods and services provided to the Company prior to the end of the financial year which areunpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of thebusiness if longer). Otherwise, they are presented as non-current liabilities.

Accountsand other payables are initially recognized as fair value, and subsequently carried at amortized cost using the effective interest method.

Borrowings

Borrowingsare presented as current liabilities unless the Company has an unconditional right to defer settlement for at least 12 months after thefinancial year end date, in which case they are presented as non-current liabilities.

Borrowingsare initially recognized at fair value (net of transaction costs) and subsequently carried at amortized cost. Any difference between theproceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using aneffective interest method.

Borrowingcosts are recognized in profit or loss using the effective interest method.

Costof Sales

Cost ofsales consists primarily of the direct material of the power generating system and expenses incurred directly for project constructionfor sales-type leasing and sales tax and additions for contingent rental income.

IncomeTaxes

Income taxesare accounted for using an asset and liability method. Under this method, deferred income taxes are recognized for the tax consequencesin future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period endbased on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income.Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Companyfollows FASB ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of atax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on recognition of income tax assets andliabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associatedwith tax positions, accounting for income taxes in interim periods, and income tax disclosures.

Under FASB ASC Topic 740, whentax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while othersare subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. Thebenefit of a tax position is recognized in the CFS in the period during which, based on all available evidence, management believes itis more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes,if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognitionthreshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with theapplicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as describedabove is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interestand penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits isclassified as interest expense and penalties are classified in selling, general and administrative expenses in the statement of income. AtJune 30, 2025 and December 31, 2024, the Company did not take any uncertain positions that would necessitate recording a tax related liability.

Statementof Cash Flows

In accordancewith FASB ASC Topic 230, “Statement of Cash Flows,” cash flows from the Company’s operations are calculatedbased upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may notnecessarily agree with changes in the corresponding balances on the balance sheet.

FairValue of Financial Instruments

For certainof the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, other receivables,accounts payable, accrued liabilities and short-term debts, the carrying amounts approximate their FVs due to their short maturities.Receivables on sales-type leases are based on interest rates implicit in the lease.

FASB ASCTopic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the FV of financial instrumentsheld by the Company. FASB ASC Topic 825, “Financial Instruments,” defines FV, and establishes a three-levelvaluation hierarchy for disclosures of FV measurement that enhances disclosure requirements for FV measures. The carrying amounts reportedin the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonableestimate of their FV because of the short period of time between the origination of such instruments and their expected realization andtheir current market rate of interest. The three levels of valuation hierarchy are defined as follows:

●

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

●

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

●

Level 3 inputs to the valuation methodology are unobservable and significant to FV measurement.

TheCompany analyzes all financial instruments with features of both liabilities and equity under FASB ASC 480, “DistinguishingLiabilities from Equity,” and ASC 815, “Derivatives and Hedging.”

As of June 30, 2025 and December31, 2024, the Company did not have any long-term debt; and the Company did not identify any assets or liabilities that are required tobe presented on the balance sheet at FV.

Stock-BasedCompensation

The Companyaccounts for share-based compensation awards to employees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”,which requires that share-based payment transactions with employees be measured based on the grant-date FV of the equity instrument issuedand recognized as compensation expense over the requisite service period.

The Companyaccounts for share-based compensation awards to non-employees in accordance with FASB ASC Topic 718 and FASB ASC Subtopic 505-50, “Equity-BasedPayments to Non-employees”. Share-based compensation associated with the issuance of equity instruments to non-employees is measuredat the FV of the equity instrument issued or committed to be issued, as this is more reliable than the FV of the services received. TheFV is measured at the date that the commitment for performance by the counterparty has been reached or the counterparty’s performanceis complete.

The Companyfollows ASU 2018-07, “Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,”which expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. Anentity should apply the requirements of ASC 718 to non-employee awards except for specific guidance on inputs to an option pricing modeland the attribution of cost. ASC 718 applies to all share-based payment transactions in which a grantor acquires goods or services tobe used or consumed in a grantor’s own operations by issuing share-based payment awards.

Basicand Diluted Earnings per Share

The Companypresents net income (loss) per share (“EPS”) in accordance with FASB ASC Topic 260, “Earning Per Share.” Accordingly,basic income (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted average number ofshares outstanding, without consideration for common stock equivalents. Diluted EPS is computed by dividing the net income by the weighted-averagenumber of common shares outstanding as well as common share equivalents outstanding for the period determined using the treasury-stockmethod for stock options and warrants and the if-converted method for convertible notes. The Company made an accounting policy electionto use the if-converted method for convertible securities that are eligible to receive common stock dividends, if declared. Diluted EPSreflect the potential dilution that could occur based on the exercise of stock options or warrants or conversion of convertible securitiesusing the if-converted method.

Forthe six months ended June 30, 2025 and 2024, the basic and diluted income(loss) per share were the same due to the anti-dilutive features of the warrants and options. For the six months endedJune 30, 2025 and 2024, 264,911 and 30,911 shares purchasable under warrants and options were excluded from the EPS calculationas these were not dilutive due to the exercise price was more than the stock market price.

ForeignCurrency Translation and Comprehensive Income (Loss)

The Company’sfunctional currency is the Renminbi (“RMB”). For financial reporting purposes, RMB were translated into U.S. Dollars (“USD”or “$”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheetdate. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Translation adjustmentsarising from the use of different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulatedother comprehensive income.” Gains and losses resulting from foreign currency transactions are included in income.

The Companyfollows FASB ASC Topic 220, “Comprehensive Income.” Comprehensive income is comprised of net income and allchanges to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital anddistributions to stockholders.

SegmentReporting

FASB ASCTopic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting.The management approach model is based on the way a company’s management organizes segments within the company for making operatingdecisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure,or any other manner in which management disaggregates a company. FASB ASC Topic 280 has no effect on the Company’s CFS as substantiallyall of the Company’s operations are conducted in one industry segment. All of the Company’s assets are located in the PRC.

New AccountingPronouncements

In January 2025, the FASB issued ASU 2025-01, Income Statement—ReportingComprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The ASU 2025-01 amends the effective date of Update 2024-03to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15,2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of Update 2024-03 is permitted.This update is aimed to improve the disclosures about a public business entity’s expenses and address requests from investors formore detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization,and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). The Company’smanagement does not believe the adoption of ASU 2025-01 will have a material impact on its financial statements and disclosures.

In April 2025, the FASB issued ASU 2025-04, Compensation- Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), Clarifications to Share-Based Consideration Payableto a Customer. The ASU 2025-04 amendments in Accounting Standards Update No. 2019-08, Compensation—Stock Compensation (Topic 718)and Revenue from Contracts with Customers (Topic 606): Codification Improvements—Share Based Consideration Payable to a Customer,require that a grantor apply the guidance in Topic 718, Compensation—Stock Compensation, to measure and classify share-based considerationpayable to a customer (the “Topic 718 approach”). The Company’s management currently does not have offer to provideconsideration to a customer (or to other parties that purchase the entity’s goods or services from the customer) to incentivizethe customer (or its customers) to purchase goods and services, and does not believe the adoption of ASU 2025-01 will have a materialimpact on its financial statements and disclosures.

In May 2025, the FASB issued ASU 2025-05, FinancialInstruments—Credit Losses (Topic 326), Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendmentsin this Update introduce a practical expedient for all entities and an accounting policy election for entities other than public businessentities related to applying Subtopic 326-20 to current accounts receivable and current contract assets arising from transactions accountedfor under Topic 606. (1) Practical expedient. In developing reasonable and supportable forecasts as part of estimating expected creditlosses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change forthe remaining life of the asset. (2) Accounting policy election. An entity other than a public business entity that elects the practicalexpedient is permitted to make an accounting policy election to consider collection activity after the balance sheet date when estimatingexpected credit losses. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reportingperiods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financialstatements have not yet been issued or made available for issuance. The Company’s management does not believe the adoption of ASU2025-05 will have a material impact on its financial statements and disclosures.

Other recentaccounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants,and the SEC did not or are not believed by management to have a material impact on the Company’s present or future CFS.

3. SHORT-TERMLOAN RECEIVABLE

As of December31, 2024, the Company had $55,945,372 (RMB405.8 million) short term loan to Xi’an Yingtai Energy Conservation TechnologyCo., Ltd (“Xi’an Yingtai”), an unrelated party of the Company. The short-term loan was for fifteen days with a capitalutilization fee of $10,960 (RMB80,000) per day for total of $65,759. To ensure the safety of the funds, before money was transferredto Xi’an Yingtai, Xi’an Yingtai handed over the official seal, financial seal and bank account UK to the Company for custodyand management until repayment of the loan. The company collected all the repayments before January10, 2025, including RMB200 million on January 9, 2025 and RMB205.8 million and total interest income RMB1.2 million on January 10, 2025.

As of June 30, 2025, there isno outstanding short-term loan receivables.

4. ADVANCETO SUPPLIERS

By 2025,Zhenran Limited had completed the contract and developed the smart cloud platform. A total of $750,000 (RMB5,385,020) had been paid toZhenran Company, with an additional $50,000 (RMB358,460) still due. The combined amount of $800,000 (RMB5,743,480) was transferred tofixed assets. Additionally, $200,000 previously set aside for bad debt provision in 2024 was reversed.

On June19, 2023, the Company entered a purchase agreement with Hubei Bangyu New Energy Technology Co., Ltd. (“Bangyu”). The totalcontract amount was $82.3 million (RMB595.0 million) for purchasing the energy storage battery systems. As of December 31, 2023,the Company made a prepayment to Bangyu of $67.2 million (RMB476.0 million). The Company is in the process of transforming andexpanding into energy storage integrated solution provider business. The Company actively seeks and explores opportunities to apply energystorage technologies to new industries or segments with high growth potential, including industrial and commercial complexes, large scalephotovoltaic (PV) and wind power stations, remote islands without electricity, and smart energy cities with multi-energy supplies.On March 11, 2025, a termination agreement was signed. As Bangyu failed to fulfill the contract terms, our company reclaimed theadvance payment of RMB476.0 million in March 2025.

On August23, 2021, the Company entered a Market Research and Project Development Service Agreement with a consulting company in Xi’anfor a service period of 12 months. The consulting company will perform market research for new energy industry including photovoltaicand energy storage, develop potential new customers and due diligence check, assisting the Company for business cooperation negotiationand relevant agreements preparation. Total contract amount is $1,150,000, and the Company paid $650,000 at commencement of the serviceand recorded as R&D expense during the year ended December 31, 2022; the Company prepaid $200,000 during the year of 2023. Basedon the company’s policy, the management accrued 100% bad debt provision for the prepayment.

5. ACCRUEDLIABILITIES AND OTHER PAYABLES

Accrued liabilities and otherpayables consisted of the following as of June 30, 2025 and December 31, 2024:

	2025		2024
Education and union fund and social insurance payable	$	231,440	$	227,137
Accrued payroll and welfare		239,394		230,029
Accrued litigation		2,437,702		2,392,383
professional fee		28,404		253,307
Other		62,204		63,630
Total	$	2,999,144	$	3,166,486

Accruedlitigation was mainly for court enforcement fee, fee to lawyer, penalty and other fees (see Note 14).

6. TAXESPAYABLE

Taxes payable consisted of thefollowing as of June 30, 2025 and December 31, 2024:

	2025		2024
Income tax	$	7,607,201	$	7,607,201
Other		19,045		20,021
Total		7,626,246		7,627,222
Current		4,275,621		4,276,597
Noncurrent	$	3,350,625	$	3,350,625

As of June 30, 2025, income taxpayable included $7.61 million from recording the estimated one-time transition tax on post-1986 foreign unremitted earnings underthe Tax Cut and Jobs Act signed on December 22, 2017 ($4.28 million included in current tax payable and $3.35 million noncurrent). Anelection was available for the U.S. shareholders of a foreign company to pay the tax liability in installments over a period of eightyears (until April, 2026) with 8% of net tax liability in each of the first five years, 15% in the sixth year, 20% in the seventh year,and 25% in the eighth year. The Company made such an election, but did not pay the tax and expected to apply for extra extensiondue to the losses in the following consecutive years.

7. DEFERREDTAX, NET

Deferredtax assets resulted from asset impairment loss which was temporarily non-tax deductible for tax purposes but expensed in accordance withUS GAAP; interest income in sales-type leases which was recognized as income for tax purposes but not for book purpose as it did not meetrevenue recognition in accordance with US GAAP; accrued employee social insurance that can be deducted for tax purposes in the future,and the difference between tax and accounting basis of cost of fixed assets which was capitalized for tax purposes and expensed as partof cost of systems in accordance with US GAAP. Deferred tax liability arose from the difference between tax and accounting basis of netinvestment in sales-type leases.

As of June 30, 2025 and December31, 2024, deferred tax assets consisted of the following:

	2025			2024
Accrued expenses	$	13,212		$	48,616
Impairment of advance to supplier		42,000			42,000
US NOL		238,931			233,651
PRC NOL		238			444
Total deferred tax assets		294,381			324,711
Less: valuation allowance for deferred tax assets		(294,381	)		(324,711	)
Deferred tax assets, net	$	-		$	-

*	This represents the tax basis of Erdos TCH investment in sales type leases, which was written off under US GAAP upon modification of lease terms, which made the lease payments contingent upon generation of electricity.

8. ENTRUSTEDLOAN PAYABLE

EntrustedLoan Payable (HYREF Loan)

The HYREFFund was established in July 2013 with a total fund of RMB460 million ($77 million) invested in Xi’an Zhonghong for Zhonghong’sthree new CDQ WHPG projects. The HYREF Fund invested RMB3 million ($0.5 million) as an equity investment and RMB457 million($74.5 million) as a debt investment in Xi’an Zhonghong; in return for such investments, the HYREF Fund was to receive interestfrom Zhonghong for the HYREF Fund’s debt investment. The loan was collateralized by the accounts receivable and the fixed assetsof Shenqiu Phase I and II power generation systems; the accounts receivable and fixed assets of Zhonghong’s three CDQ WHPG systems;and a RMB27 million ($4.39 million) capital contribution made by Xi’an TCH in Zhonghong. Repayment of the loan (principaland interest) was also jointly and severally guaranteed by Xi’an TCH and the Chairman and CEO of the Company. In the fourth quarterof 2015, three power stations of Erdos TCH were pledged to Industrial Bank as an additional guarantee for the loan to Zhonghong’sthree CDQ WHPG systems. In 2016, two additional power stations of Erdos TCH and Pucheng Phase I and II systems were pledged to IndustrialBank as an additional guarantee along with Xi’an TCH’s equity in Zhonghong.

The termof this loan was for 60 months from July 31, 2013 to July 30, 2018, with interest of 12.5%. The Company paid RMB50 million ($7.54million) of the RMB280 million ($42.22 million), and on August 5, 2016, the Company entered into a supplemental agreement with the lenderto extend the due date of the remaining RMB230 million ($34.68 million) of the original RMB280 million ($45.54 million) to August 6, 2017.During the year ended December 31, 2017, the Company negotiated with the lender again to further extend the remaining loan balance ofRMB230 million ($34.68 million), RMB100 million ($16.27 million), and RMB77 million ($12.08 million). The lender had tentatively agreedto extend the remaining loan balance until August 2019 with interest of 9%, subject to the final approval from its headquarters. The headquartersdid not approve the extension proposal with interest of 9%; however, on December 29, 2018, the Company and the lender agreed to an alternativerepayment proposal as described below.

Repaymentof HYREF loan

1. Transferof Chengli project as partial repayment

On December29, 2018, Xi’an Zhonghong, Xi’an TCH, HYREF, Guohua Ku, and Chonggong Bai entered into a CDQ WHPG Station Fixed Assets TransferAgreement, pursuant to which Xi’an Zhonghong transferred Chengli CDQ WHPG station as the repayment for the loan of RMB188,639,400 ($27.54 million)to HYREF, the transfer of which was completed on January 22, 2019.

Xi’anTCH is a secondary limited partner of HYREF. The FV of the CDQ WHPG station applied in the transfer was determined by the parties basedupon the appraisal report issued by Zhonglian Assets Appraisal Group (Shaanxi) Co., Ltd. as of August 15, 2018. However, per the discussionbelow, Xi’an Zhonghong, Xi’an TCH, Guohua Ku and Chonggong Bai (the “Buyers”) entered into a Buy Back Agreement,also agreed to buy back the Station when conditions under the Buy Back Agreement are met. Due to the Buy Back agreement, the loan wasnot deemed repaid, and therefore the Company recognized Chengli project as assets subject to buyback and kept the loan payable remainedrecognized under ASC 405-20-40-1 as of December 31, 2020. The Buy Back agreement was terminated in April 2021 (see 2 below for detail).

2. BuyBack Agreement

On December29, 2018, Xi’an TCH, Xi’an Zhonghong, HYREF, Guohua Ku, Chonggong Bai and Xi’an Hanneng Enterprises Management ConsultingCo. Ltd. (“Xi’an Hanneng”) entered into a Buy Back Agreement.

Pursuantto the Buy Back Agreement, the Buyers jointly and severally agreed to buy back all outstanding capital equity of Xi’an Hanneng whichwas transferred to HYREF by Chonggong Bai (see 3 below), and a CDQ WHPG station in Boxing County which was transferred to HYREF by Xi’anZhonghong. The buy-back price for the Xi’an Hanneng’s equity was based on the higher of (i) the market price of the equityshares at the time of buy-back; or (ii) the original transfer price of the equity shares plus bank interest. The buy-back price for theStation was based on the higher of (i) the FV of the Station on the date transferred; or (ii) the loan balance at the date of the transferplus interest accrued through that date. HYREF could request that the Buyers buy back the equity shares of Xi’an Hanneng and/orthe CDQ WHPG station if one of the following conditions is met: (i) HYREF holds the equity shares of Xi’an Hanneng until December31, 2021; (ii) Xi’an Huaxin New Energy Co., Ltd., is delisted from The National Equities Exchange And Quotations Co., Ltd., a Chineseover-the-counter trading system (the “NEEQ”); (iii) Xi’an Huaxin New Energy, or any of the Buyers or its affiliateshas a credit problem, including not being able to issue an auditor report or standard auditor report or any control person or executiveof the Buyers is involved in crimes and is under prosecution or has other material credit problems, to HYREF’s reasonable belief;(iv) if Xi’an Zhonghong fails to timely make repayment on principal or interest of the loan agreement, its supplemental agreementor extension agreement; (v) the Buyers or any party to the Debt Repayment Agreement materially breaches the Debt Repayment Agreement orits related transaction documents, including but not limited to the Share Transfer Agreement, the Pledged Assets Transfer Agreement, theEntrusted Loan Agreement and their guarantee agreements and supplemental agreements. Due to halted trading of Huaxin stock by NEEQfor not filing its 2018 annual report, on December 19, 2019, Xi’an TCH, Xi’an Zhonghong, Guohua Ku and Chonggong Bai jointlyand severally agreed to buy back all outstanding capital equity of Xi’an Hanneng which was transferred to HYREF by Chonggong Baiearlier. The total buy back price was RMB261,727,506 ($37.52 million) including accrued interest of RMB14,661,506 ($2.10 million),and was paid in full by Xi’an TCH on December 20, 2019.

On April9, 2021, Xi’an TCH, Xi’an Zhonghong, Guohua Ku, Chonggong Bai and HYREF entered a Termination of Fulfillment Agreement (terminationagreement). Under the termination agreement, the original buyback agreement entered on December 19, 2019 was terminated upon signing ofthe termination agreement. HYREF will not execute the buy-back option and will not ask for any additional payment from the buyers otherthan keeping the CDQ WHPG station from Chengli project. The Company recorded a gain of approximately $3.1 million from transferringthe CDP WHPG station to HYREF as partial repayment of the entrusted loan and accrued interest of RMB188,639,400 ($27.54 million)to HYREF resulting from the termination of the buy-back agreement.

3. Transferof Xuzhou Huayu Project and Shenqiu Phase I & II project to Mr. Bai for partial repayment of HYREF loan

On January4, 2019, Xi’an Zhonghong, Xi’an TCH, and Mr. Chonggong Bai entered into a Projects Transfer Agreement, pursuant to which Xi’anZhonghong transferred a CDQ WHPG station (under construction) located in Xuzhou City for Xuzhou Huayu Coking Co., Ltd. (“XuzhouHuayu Project”) to Mr. Bai for RMB120,000,000 ($17.52 million) and Xi’an TCH transferred two Biomass Power GenerationProjects in Shenqiu (“Shenqiu Phase I and II Projects”) to Mr. Bai for RMB127,066,000 ($18.55 million). Mr. Baiagreed to transfer all the equity shares of his wholly owned company, Xi’an Hanneng, to HYREF as repayment for the RMB247,066,000 ($36.07 million)loan made by Xi’an Zhonghong to HYREF as consideration for the transfer of the Xuzhou Huayu Project and Shenqiu Phase I and II Projects.

On February15, 2019, Xi’an Zhonghong completed the transfer of the Xuzhou Huayu Project and Xi’an TCH completed the transfer of ShenqiuPhase I and II Projects to Mr. Bai, and on January 10, 2019, Mr. Bai transferred all the equity shares of his wholly owned company, Xi’anHanneng, to HYREF as repayment of Xi’an Zhonghong’s loan to HYREF as consideration for the transfer of the Xuzhou Huayu Projectand Shenqiu Phase I and II Projects.

Xi’anHanneng is a holding company and was supposed to own 47,150,000 shares of Xi’an Huaxin New Energy Co., Ltd. (“Huaxin”),so that HYREF will indirectly receive and own such shares of Xi’an Huaxin as the repayment for the loan of Zhonghong. Xi’anHanneng already owned 29,948,000 shares of Huaxin; however, Xi’an Hanneng was not able to obtain the remaining 17,202,000 sharesdue to halted trading of Huaxin stock by NEEQ for not filing its 2018 annual report.

On December19, 2019, Xi’an TCH, Xi’an Zhonghong, Guohua Ku and Chonggong Bai jointly and severally agreed to buy back all outstandingcapital equity of Xi’an Hanneng which was transferred to HYREF by Chonggong Bai earlier. The total buy back price was RMB261,727,506 ($37.52 million)including accrued interest of RMB14,661,506 ($2.10 million), and was paid in full by Xi’an TCH on December 20, 2019. OnDecember 20, 2019, Mr. Bai, Xi’an TCH and Xi’an Zhonghong agreed to have Mr. Bai repay the Company in cash for the transferprice of Xuzhou Huayu and Shenqiu in five installment payments. The 1^st payment of RMB50 million ($7.17 million)was due January 5, 2020, the 2^ndpayment of RMB50 million ($7.17 million) was due February 5, 2020, the 3^rdpaymentof RMB50 million ($7.17 million) was due April 5, 2020, the 4^th payment of RMB50 million ($7.17 million)was due on June 30, 2020, and the final payment of RMB47,066,000 ($6.75 million) was due September 30, 2020. As of December31, 2020, the Company received the full payment of RMB247 million ($36.28 million) from Mr. Bai.

4. The lenderagreed to extend the repayment of RMB77.00 million ($11.06 million) to July 8, 2023. However, per court’s judgement onJune 28, 2021, the Company should repay principal $11.06 million and accrued interest of RMB2,418,229 ($0.35 million) within10 days from the judgment date to Beijiang Hongyuan Recycling Energy Investment Center (Limited Partnership). In the end of 2022, BeijingNo.4 Intermediate People’s Court of Beijing entered into the judgment enforcement procedure, which, in addition to the loan principalwith interest amount, Xi’an Zhonghong Technology Co., Ltd. was to pay judgment enforcement fee, late fee and other fees of RMB80,288,184 ($11.53 million)in total, the Company recorded these additional fees in 2022. The Company has not paid it yet as of this report date.

Xi’anTCH had investment RMB75.00 million ($11.63 million) into the HYREF fund as a secondary limited partner, and the Company recordedan impairment loss of $11.63 million for such investment during the year ended December 31, 2021 due to uncertainty of the collectionof the investment. This was impaired as Hongyuan does not have the ability to pay back (see Note 15 – Litigation).

In November 2024, Xi’an TCH repaid a principalof RMB77 million ($10.55 million), with interest still outstanding.

9. NOTEPAYABLE, NET

PromissoryNotes in December 2020

On December4, 2020, the Company entered into a Note Purchase Agreement with an institutional investor, pursuant to which the Company issued the Purchasera Promissory Note of $3,150,000. The Purchaser purchased the Note with an original issue discount (“OID”) of $150,000, whichwas recognized as debt discount is amortized using the interest method over the life of the note. The Note bears interest at 8% andhas a term of 24 months. All outstanding principal and accrued interest on the Note was due and payable December 3, 2022. TheCompany’s obligations under the Note may be prepaid at any time, provided that in such circumstance the Company would pay 125%of any amounts outstanding under the Note and being prepaid. Beginning on the date that is six months from the issue date of theNote, Purchaser shall have the right to redeem any amount of this Note up to $500,000 per calendar month by providing written noticeto the Company. Upon receipt of the redemption notice from the lender, the Company shall pay the applicable redemption amount incash to lender within three trading days of receipt of such redemption notice; if the Company fails to pay, then the outstanding balancewill automatically be increased by 25%.

During theyear ended December 31, 2021, the Company entered into several Exchange Agreements with the lender, pursuant to the Agreements, the Companyand Lender partitioned new Promissory Notes of $3,850,000 from the original Promissory Note, including adjustment of $818,914 toincrease the principal of the notes during the second quarter of 2021 as a result of the Company’s failure to pay the redemptionamount in cash to lender within three trading days from receipt of the redemption notice, the Company recorded $818,914 principaladjustment as interest expense. The Company and Lender exchanged these Partitioned Notes for the delivery of 576,108 sharesof the Company’s common stock. The Company recorded a loss on conversion of these notes in 2021. On January 10, 2022,the Company and Lender exchanged a Partitioned Notes of $346,986 for the delivery of 58,258 shares of the Company’scommon stock. The Company recorded a $26,193 loss on conversion of this note in 2022, as a result, this Promissory Notes waspaid in full on January 10, 2022. During the year ended December 31, 2022, the Company amortized OID of $69,355 and recorded$835 interest expense on this Note.

PromissoryNotes in April 2021

On April 2, 2021, the Companyentered into a Note Purchase Agreement with an institutional investor, pursuant to which the Company issued to the Purchaser a PromissoryNote of $5,250,000. The Purchaser purchased the Note with an OID of $250,000, which was recognized as a debt discount is amortized usingthe interest method over the life of the note. The Note bears interest at 8% and has a term of 24 months. All outstandingprincipal and accrued interest on the Note was due and payable on April 1, 2023. However, as of this report date, the Company did notrepay the loan, and no any further action from the lender. The Company’s obligations under the Note may be prepaid at any time,provided that in such circumstance the Company would pay 125% of any amounts outstanding under the Note and being prepaid. Beginningon the date that is six months from the issue date of the Note, Purchaser shall have the right to redeem any amount of this Note up to $825,000 percalendar month by providing written notice to the Company. Upon receipt of the redemption notice from the lender, the Company shall paythe applicable redemption amount in cash to lender within three trading days of receipt of such redemption notice; if the Company failsto pay, then the outstanding balance will automatically be increased by 25%. On October 28, 2021, the lender made an adjustment of$1,370,897 to increase the outstanding principal of the notes as a result of the Company’s failure to pay the redemption amountin cash to lender on time, the Company recorded $1,370,897 principal adjustment as interest expense in 2021. The lender madean adjustment of $229,015 to increase the outstanding principal of the notes based on a forbearance agreement entered on September14, 2022 resulting from the Company’s default event of being delinquent on SEC filings, the Company recorded the $229,015 principaladjustment as interest expense. During the year ended December 31, 2022, the Company amortized OID of $125,000 and recorded $456,655 interestexpense on this Note; and the Company and Lender exchanged these Partitioned Notes of $1,650,000 in total for the delivery of 289,330 sharesof the Company’s common stock. The Company recorded $108,910 loss on conversion of these notes in 2022. During theyear ended December 31, 2023, the Company amortized OID of $31,250 and recorded $435,021 interest expense on this Note; andthe Company and Lender exchanged these Partitioned Notes of $1,200,000 in total for the delivery of 571,448 shares of theCompany’s common stock which was issued in 2023, and 165,081 shares was issued in January 2024. As of December 31, 2023, theoutstanding principal balance of this note was $5,222,743 with accrued interest of $2,290. As of December 31, 2024, the outstandingprincipal balance of this note was $4,705,696 with accrued interest of $69,103. As of June 30, 2025, the outstanding principal balanceof this note was $4,419,334 with accrued interest of $37,776. The Note was classified as a current liability in accordance with ASC470-10-45 Other Presentation Matters – General Due on Demand Loan Arrangements.

10. STOCKHOLDERS’EQUITY

Warrants

Following is a summary of theactivities of warrants that were issued from equity financing for the year ended June 30, 2025:

	Number of Warrants		Average Exercise Price		Weighted Average Remaining Contractual Term in Years
Outstanding at January 1, 2025		16,515		10		-
Exercisable at January 1, 2025		16,515		10		-
Granted		2,340.00		10		-
Exchanged		-		-		-
Forfeited		-		-		-
Expired		-		-		-
Outstanding at June 30, 2025		18,855		10		-
Exercisable at June 30, 2025		18,855		10		-

11. STOCK-BASEDCOMPENSATION PLAN

Optionsto Employees and Directors

On June19, 2015, the stockholders of the Company approved the China Recycling Energy Corporation Omnibus Equity Plan (the “Plan”)at its annual meeting. The total shares of Common Stock authorized for issuance during the term of the Plan is 124,626. The Planwas effective immediately upon its adoption by the Board of Directors on April 24, 2015, subject to stockholder approval, and will terminateon the earliest to occur of (i) the 10th anniversary of the Plan’s effective date, or (ii) the date on which all shares availablefor issuance under the Plan shall have been issued as fully-vested shares. The stockholders approved the Plan at their annual meetingon June 19, 2015.

The followingtable summarizes option activity with respect to employees and independent directors for the year ended June 30, 2025:

	Number of Shares		Average Exercise Price per Share		Weighted Average Remaining Contractual Term in Years
Outstanding at January 1, 2025		500	$	16.1		3.32
Exercisable at January 1, 2025		500	$	16.1		3.32
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Outstanding at June 30, 2025		500	$	16.1		2.32
Exercisable at June 30, 2025		500	$	16.1		2.32

Restricted Stock

In April 2025, the CompensationCommittee of the Company, which administers the Plan, granted two employees 124,126 shares of Common Stock (“Restricted Stock”)under the Plan, which grants vested immediately, subject to the Grantee remaining in continuous Service with the Corporation, in goodstanding, until such date.

The Company recognized one-timeUS$831,520 share-based compensations for the second quarter of 2025.

12. INCOMETAX

The Company’sChinese subsidiaries are governed by the Income Tax Law of the PRC concerning privately-run enterprises, which are generally subject totax at 25% on income reported in the statutory financial statements after appropriate tax adjustments. Under Chinese tax law, thetax treatment of finance and sales-type leases is similar to US GAAP. However, the local tax bureau continues to treat the Company’ssales-type leases as operating leases. Accordingly, the Company recorded deferred income taxes.

The Company’ssubsidiaries generate all of their income from their PRC operations. All of the Company’s Chinese subsidiaries’ effectiveincome tax rate for 2024 and 2023 was 25%. Yinghua, Shanghai TCH, Xi’an TCH, Huahong, Zhonghong and Erdos TCH file separateincome tax returns.

There isno income tax for companies domiciled in the Cayman Islands. Accordingly, the Company’s CFS do not present any income tax provisionsrelated to Cayman Islands tax jurisdiction, where Sifang Holding is domiciled.

The US parent company,SPC is taxed in the US and, as of June 30, 2025, had net operating loss (“NOL”) carry forwards for income taxes of $9.05 million;for federal income tax purposes, the NOL arising in tax years beginning after 2017 may only reduce 80% of a taxpayer’s taxableincome, and may be carried forward indefinitely. However, the coronavirus Aid, Relief and Economic Security Act (“the CARES Act”)issued in March 2020, provides tax relief to both corporate and noncorporate taxpayers by adding a five-year carryback period and temporarilyrepealing the 80% limitation for NOLs arising in 2018, 2019 and 2020. Management believes the realization of benefits from theselosses uncertain due to the US parent company’s continuing operating losses. Accordingly, a 100% deferred tax asset valuationallowance was provided.

As of June30, 2025, the Company’s PRC subsidiaries had $33.42 million NOL that can be carried forward to offset future taxable incomefor five years from the year the loss is incurred. The NOL was mostly from Erdos TCH and Zhonghong. Management considers thescheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.After consideration of all the information available, management believes that significant uncertainty exists with respect to future realizationof the deferred tax assets due to the recurring losses from operations of these entities, accordingly, the Company recorded a 100%deferred tax valuation allowance for the PRC NOL.

The followingtable reconciles the U.S. statutory rates to the Company’s effective tax rate for the six months ended June 30, 2025 and 2024:

	2025			2024
U.S. statutory rates benefit		(21.0	)%		(21.0	)%
Tax rate difference – current provision		0.3	%		(0.1	)%
Permanent differences		(2.8	)%		0.7	%
Change in valuation allowance		23.6	%		22.5	%
Tax expense per financial statements		0.1	%		2.1	%

The provisionfor income tax expense (benefit) for the six months ended June 30, 2025 and 2024 consisted of the following:

	2025		2024
Income tax benefit – current	$	34,747	$	14,176
Total income tax benefit	$	34,747	$	14,176

The following table reconciles the U.S. statutory rates to the Company’seffective tax rate for the three months ended June 30, 2025 and 2024:

	2025			2024
U.S. statutory rates benefit		(21.0	)%		(21.0	)%
Tax rate difference – current provision		0.1	%		(0.3	)%
Permanent differences			%		-	%
Change in valuation allowance		21.4	%		21.3	%
Tax expense per financial statements		0.5	%		-	%

The provision for income tax expense (benefit) forthe three months ended June 30, 2025 and 2024 consisted of the following:

	2025		2024
Income tax expense – current	$	828	$	-
Total income tax expense	$	828	$	-

13. STATUTORYRESERVES

Pursuantto the corporate law of the PRC effective January 1, 2006, the Company is only required to maintain one statutory reserve by appropriatingfrom its after-tax profit before declaration or payment of dividends. The statutory reserve represents restricted retained earnings.

SurplusReserve Fund

The Company’sChinese subsidiaries are required to transfer 10% of their net income, as determined under PRC accounting rules and regulations,to a statutory surplus reserve fund until such reserve balance reaches 50% of the Company’s registered capital.

The surplusreserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and maybe utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to theirshareholding or by increasing the par value of the shares currently held by them, provided that the remaining reserve balance after suchissue is not less than 25% of the registered capital.

The maximumstatutory reserve amount has not been reached for any subsidiary. The table below discloses the statutory reserve amount in the currencytype registered for each Chinese subsidiary as of June 30, 2025 and December 31, 2024:

Name of Chinese Subsidiaries	Registered Capital		Maximum Statutory Reserve Amount		Statutory reserve at June 30, 2025	Statutory reserve at December 31, 2024
Shanghai TCH	$	29,800,000	$	14,900,000	¥ 6,564,303 ($1,003,859)	¥ 6,564,303 ($1,003,859)

Xi’an TCH	¥	202,000,000	¥	101,000,000	¥ 73,947,603 ($11,272,917)	¥ 73,947,603 ($11,272,917)

Erdos TCH	¥	120,000,000	¥	60,000,000	¥ 19,035,814 ($2,914,869)	¥ 19,035,814 ($2,914,869)

Xi’an Zhonghong	¥	30,000,000	¥	15,000,000	Did not accrue yet due to accumulated deficit	Did not accrue yet due to accumulated deficit

Shaanxi Huahong	$	2,500,300	$	1,250,150	Did not accrue yet due to accumulated deficit	Did not accrue yet due to accumulated deficit

Zhongxun	¥	35,000,000	¥	17,500,000	Did not accrue yet due to accumulated deficit	Did not accrue yet due to accumulated deficit

CommonWelfare Fund

The commonwelfare fund is a voluntary fund to which the Company can transfer 5% to 10% of its net income. This fund can only be utilizedfor capital items for the collective benefit of the Company’s employees, such as construction of dormitories, cafeteria facilities,and other staff welfare facilities. This fund is non-distributable other than upon liquidation. The Company does not participate in thisfund.

14. CONTINGENCIES

China maintainsa “closed” capital account, meaning companies, banks, and individuals cannot move money in or out of the country except inaccordance with strict rules. The People’s Bank of China (PBOC) and State Administration of Foreign Exchange (SAFE) regulate theflow of foreign exchange in and out of the country. For inward or outward foreign currency transactions, the Company needs to make a timelydeclaration to the bank with sufficient supporting documents to declare the nature of the business transaction. The Company’s sales,purchases and expense transactions are denominated in RMB and all of the Company’s assets and liabilities are also denominated inRMB. The RMB is not freely convertible into foreign currencies under the current law. Remittances in currencies other than RMB may requirecertain supporting documentation in order to make the remittance.

The Company’soperations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North Americaand Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currencyexchange. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations,anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Litigation

1) In November2019, Beijing Hongyuan Recycling Energy Investment Center (“BIPC”), or Hongyuan, filed a lawsuit with the Beijing IntermediatePeople’s Court against Xi’an TCH to compel Xi’an TCH to repurchase certain stock pursuant to a stock repurchase optionagreement. On April 9, 2021, the court rendered a judgment in favor of Hongyuan. Xi’an TCH filed a motion for retrial to High People’sCourt of Beijing on April 13, 2022, because Xi’an TCH paid RMB261 million ($37.58 million) principal and interest to Hongyuanas an out-of-court settlement. On April 11, 2022, Xi’an Zhonghong New Energy Technology Co. Ltd., filed an application for retrialand provided relevant evidence to the Beijing High People’s Court on the Civil Judgment No. 264, awaiting trial. On August 10, 2022,Beijing No. 1 Intermediate People’s Court of Beijing issued a Certificate of Active Performance, proving that Xi’an ZhonghongNew Energy Technology Co., Ltd. had fulfilled its buyback obligations as disclosed in Note 9 that, on April 9, 2021, Xi’anTCH, Xi’an Zhonghong, Guohua Ku, Chonggong Bai and HYREF entered a Termination of Fulfillment Agreement (termination agreement).Under the termination agreement, the original buyback agreement entered on December 19, 2019 was terminated upon signing of the terminationagreement. HYREF will not execute the buy-back option and will not ask for any additional payment from the buyers other than keeping theCDQ WHPG station.

As of thisreport date, Xi’an Zhonghong is waiting for Court’s decision on retrial petition that was submitted in April 2022. Duringthis waiting period, BIPC entered the execution procedure, and there is a balance of RMB14,204,317 ($2.20 million) between theamount executed by the court and the liability recognized by Xi ‘an TCH, which was mainly the enforcement fee, legal and penaltyfee for the original judgement, and was automatically generated by the toll collection system of the People’s court. The Companyaccrued $2.10 million litigation expense as of December 31, 2024.

2) On June28, 2021, Beijing No.4 Intermediate People’s Court of Beijing entered into a judgement that Xi’an Zhonghong Technology Co.,Ltd. should pay the loan principal of RMB77 million ($11.06 million) with loan interest of RMB2,418,449 ($0.35 million)to Beijiang Hongyuan Recycling Energy Investment Center (Limited Partnership). In the end of 2022, Beijing No.4 Intermediate People’sCourt of Beijing entered into the judgment enforcement procedure, which, in addition to the loan principal with interest amount, Xi’anZhonghong Technology Co., Ltd. was to pay judgment enforcement fee, late fee and other fees of RMB80,288,184 ($11.53 million)in total, the Company recorded these additional fees in 2022.

In November 2024, 77 million yuan has been paid,but the interest has not been paid, and whether it will be paid has not yet been determined.

15. LEASE

On January1, 2024, Xi’an TCH entered into a lease for its office from January 1, 2024 through December 31, 2026. The monthly rent wasRMB36,536 ($5,600) with half-year payment in advance. This lease expired in December 31, 2026.

The Company’s operatingROU assets and lease liabilities were as follows:

	Year Ended		Year Ended
	June 30, 2025		December 31, 2024
Right-of-use assets, net	$	88,692	$	115,068
Current operating lease liabilities	$	59,638	$	58,529
Non-current operating lease liabilities		29,054		56,539
Total lease liabilities		88,692		115,068

The componentsof lease costs, lease term and discount rate with respect of the office lease with an initial term of more than 12 months are as follows:

	Year Ended			Year Ended
	June 30, 2025			December 31, 2024
Operating lease cost – amortization of ROU	$	61,204		$	60,066
Operating lease cost – interest expense on lease liability	$	3,113		$	5,063
Weighted Average Remaining Lease Term - Operating leases		2			2
Weighted Average Discount Rate - Operating leases		3.48	%		3.48	%

	Six Months Ended June 30
	2025			2024
Operating lease cost – amortization of ROU	$	61,204		$	30,167
Operating lease cost – interest expense on lease liability	$	3,113		$	687
Weighted Average Remaining Lease Term - Operating leases		2			2.50
Weighted Average Discount Rate - Operating leases		3.48	%		5	%

The followingis a schedule, by years, of maturities of the office lease liabilities as of June 30, 2025:

For the year ended December 31, 2025,	$	61,204
For the year ended December 31, 2026	$	30,601
Total undiscounted cash flows		91,805
Less: imputed interest		(3,113	)
Present value of lease liabilities		88,692

EmploymentAgreement

On May 6, 2024, the Companyentered another employment agreement with Mr. Shi for 24 months with monthly salary of RMB18,000 ($2,500). The Company will grantthe CFO no less than 5,000 shares of the Company’s common stock annually; however, as of this report date, the Board ofDirectors and Compensation Committee have not approved the number of shares to be given to the CFO, nor any stock reward agreement hasbeen signed.

16. SUBSEQUENTEVENTS

On July 16, 2025, the Company resolved to effecta reverse stock split of the Company’s outstanding common stock, par value $0.001 per share (the “Common Stock”) withthe split ratio set at 1-for-10 (the “Reverse Stock Split”).

Upon the effectiveness of the Reverse Stock Split, every ten sharesof issued and outstanding Common Stock before the close of business on July 17, 2025 was combined into one issued and outstanding shareof Common Stock, with no change in par value per share. The Company’s Common Stock opened for trading on Nasdaq on July 18, 2025on a post-split basis.

The Company decided to round up to the next full share of the Company’sCommon Stock any fractional shares resulting from the Reverse Stock Split. Accordingly, this adjustment reduced the total number of issuedand outstanding shares of the Company’s Common Stock from approximately 25.3 million to approximately 2.53 million immediately afterthe effectiveness of the Reverse Stock Split.

The Company previously sold and issued to Bucktown Capital, LLC certainPromissory Note dated April 2, 2021 in the original principal amount of $5,250,000. On July 22, 2025, both parties agreed to exchangethe original principal amount of $250,000 for the delivery of 123,152 shares of the Company’s Common Stock. On July 31, 2025, bothparties agreed to exchange the original principal amount of $250,000 for the delivery of 132,275 shares of the Company’s CommonStock. On August 8, 2025, both parties agreed to exchange the original principal amount of $200,000 for the delivery of 134,408 sharesof the Company’s Common Stock.

Item 2. Management’s Discussion and Analysisof Financial Condition and Results of Operations.

This Report and otherreports filed by the Company from time to time with the SEC (collectively the “filings”) contain or may contain forward-lookingstatements and information that are based upon beliefs of, and information currently available to, the Company’s management as wellas estimates and assumptions made by the Company’s management. Readers are cautioned not to place undue reliance on these forward-lookingstatements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “may”, “will”,“should”, “would”, “anticipate”, “believe”, “estimate”, “expect”,“future”, “intend”, “plan”, or the negative of these terms and similar expressions as they relateto the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of theCompany with respect to future events and are subject to risks, uncertainties, assumptions, and other factors (including the statementsin the section “results of operations” below), and any businesses that the Company may acquire. Should one or more of theserisks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly fromthose anticipated, believed, estimated, expected, intended, or planned.

Although the Companybelieves the expectations reflected in the forward-looking statements are based on reasonable assumptions, the Company cannot guaranteefuture results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities lawsof the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actualresults. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Report, whichattempts to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations,and prospects.

Our financial statementsare prepared in US Dollars and in accordance with accounting principles generally accepted in the United States. See “Foreign CurrencyTranslation and Comprehensive Income (Loss)” below for information concerning the exchange rates at which Renminbi (“RMB”)were translated into US Dollars (“USD”) at various pertinent dates and for pertinent periods.

Overview

RESULTS OF OPERATIONS

Comparison of OperatingResults for the years ended June 30, 2025 and 2024

The following table setsforth our operating results for the designated periods, expressed as a percentage of net sales.

	2025			% of Sales			2024			% of Sales
Sales	$	82,839			100	%	$	-			-	%
Cost of sales		47,418			57	%		-			-	%
Gross profit		35,421			43	%		-			-	%
Total operating expenses		2,223,109			2,684	%		559,237			-	%
Loss from operations		(2,187,688	)		(2,641	)%		(559,237	)		-	%
Total non-operating income (expenses), net		93,159			112	%		(116,141	)		-	%
Loss before income tax		(2,094,529	)		(2,528	)%		(675,378	)		-	%
Income tax expense		34,747			42	%		14,176			-	%
Net loss		(2,129,276	)		(2,570	)%	$	(689,554	)		-	%

SALES.

Total sales for the six months ended June 30, 2025, amounted to $82,839.The company signed an Operation and Maintenance Contract for a power station. The contract has total amount RMB1.8 million (US$0.2 million),starting from March 1, 2025 to February 28, 2035 for 10 years with a third party. The Company recognized the revenue based on the timeperiod.

COST OF SALES.

Cost of sales (“COS”)for the six months ended June 30, 2025, was $47,418.

GROSS PROFIT.

For the six months endedJune 30, 2025, the gross margin was 43%.

OPERATING EXPENSES.

Operating expenses consisted of general and administrative expenses(“G&A”) totaling $2,223,109 for the six months ended June 30, 2025, compared to $559,237 for the six months ended June30, 2024. This represented an increase of $1,663,876 or 298% year-over-year. The increase was mainly attributable to an increase in financingcosts of $948,648 and share-based compensation of $831,520.

NET NON-OPERATINGINCOME (EXPENSES).

Net non-operating expensesconsisted of gain or loss from note conversion, interest income, interest expenses, and other miscellaneous expenses. For the six monthsended June 30, 2025, net non-operating income were $93,159 compared to non-operating expenses of $116,141 for the six months ended June30, 2024. The primary reason was the provision of financial support to other companies, which generated interest income of $98,999, coupledwith the reversal of a $200,000 provision for impaired prepayments, offsetting by the interest expenses of $251,414.

INCOME TAX EXPENSE.

Income tax expense was $34,747 for the six months ended June 30, 2025,compared with income tax expense of $14,176 for the six months ended June 30, 2024. The consolidated effective income tax rate for thethree months ended June 30, 2025, and 2024 were 0% and 1.6%, respectively. In 2025, Management concluded that the realizability of relatedtax benefits from these losses was uncertain due to the continuing operating losses at the US parent company. Accordingly, a 100%valuation allowance was provided against the deferred tax asset.

NET LOSS.

Net loss for the six months ended June30, 2025, was $2,129,276 compared to loss of $689,554 for the six months ended June 30, 2024, representing an increase in net loss of$1,439,722. The increase in net loss was mainly driven by rising operating expenses and the reversal of impairment provision, as previouslydiscussed.

LIQUIDITY AND CAPITAL RESOURCES

Comparison of sixmonths ended June 30, 2025, and 2024

As of June 30,2025, the Company maintained cash and equivalents of $131.11 million, other current assets (excluding cash and equivalents) of $0.23million, current liabilities of $12.74 million, and working capital of $118.6 million, with a current ratio of 10.31:1 and adebt-to-equity ratio of 0.12:1.

The following is a summaryof cash flows provided by or used in each of the indicated types of activities, for the six- months periods ended June 30, 2025, and 2024:

	2025		2024
Cash provided by (used in):
Operating Activities	$	64,496,018	$	(248,132	)
Investing activities		55,202,004		68,542,364
Financing activity		9,865,400		–

Net cash generated fromoperating activities was $64.63 million for the six months ended June 30, 2025, compared to $0.18 million for the six months ended June30, 2024. The increase in net cash inflow for the six months ended June 30, 2025, was mainly driven by the recovery of $65.6 million inadvance payments to suppliers, which generated cash inflows.

Net cash provided byinvesting activities was $55.20 million and $68.56 million respectively for the six months ended June 30, 2025, and 2024. For the sixmonths ended June 30, 2025, repayments of short-term loans decreased by $13.36 million. As of June 30, 2025, the Company had recovereda short-term loan of $55,660,131 (RMB406.3 million) from Xi’an Yingtai Energy Conservation Technology Co., Ltd (“Xi’anYingtai”), an unrelated party of the Company.

Net cash provided byfinancing activities was $9.87 million during the six months ended June 30, 2025, primarily attributable to proceeds from equity issuance.

We believe that inflationdid not have or is not expected to have a significant adverse impact on our operating results in 2025.

Going Concern

The Company’s financialstatements are prepared assuming that the Company will continue as a going concern.

The Company incurred an operatingloss of $2.19 million, and reported net loss of $2.13 million for six months ended June 30, 2025. As the Company implements its futurebusiness plan, it may continue to incur operating losses and generate negative operating cash flows. In 2025, the Company collected back$65.6 million advance to supplier and had positive operating cash flow during the six months ended June 30, 2025. At the end of June 30,2025, the Company had accumulated deficit balance of $64.19 million and cash balance of $131.1 million. The Company has collected backRMB405.8 million in accounts receivable and recovered RMB476 million in supplier advancesand raised capital through of common stock issuance during the first quarter of 2025.

The Company’s abilityto continue as a going concern is dependent upon the successful execution of its business strategy to eventually achieve profitable operations.The accompanying financial statements do not include any adjustments that would be necessary if the Company is unable to continue as agoing concern.

Transfers of Cashto and from Our Subsidiaries

The PRC maintains currencycontrols and capital transfer regulations that require us to comply with certain requirements on capital movement of. The Company maytransfer USD cash to its PRC subsidiaries through following channels: (i) an equity investment (by increasing the Company’s registeredcapital in a PRC subsidiary), or (ii) a stockholder loan. The Company’s PRC subsidiaries have not transferred any earnings or cashto the Company to date. The Company’s business is primarily conducted through its subsidiaries. The Company functions as a holdingentity and its material assets consist solely of the equity interests in its PRC-based subsidiaries. The Company relies on dividends distributionfrom its subsidiaries to meet its working capital and cash needs, including the funds necessary: (i) to pay dividends or cash distributionsto its stockholders, (ii) to service any debt obligations and (iii) to pay operating expenses. Under applicable PRC laws and regulations(noted below), the Company’s PRC subsidiaries are legally required to allocate 10% of annual after-tax income into general reservefund, prior to payment of dividends. These requirements, combined with other regulatory constraints, materially limit the subsidiaries’ability to distribute a portion of net assets as dividends to the parent company.

With respect to transferringcash from the Company to its subsidiaries, to increase the Company’s registered capital in a PRC subsidiary, requires submissionof the filing to local commerce department, while a stockholder loan requires a filing with the state administration of foreign exchangeor its local bureau.

With respect to dividendsdistribution, we note the following:

PRC regulations currently only permit the payment of dividends out of accumulated profits, as determined in accordance with accounting standards and PRC regulations (an in-depth description of the PRC regulations is set forth below);

	2.	Under Chinese Accounting Standards (CAS) and the PRC Company Law, our PRC subsidiaries are required to allocate, at least 10% of their annual after-tax net income, to statutory surplus reserves until the cumulative reserve balance reaches 50% of their registered capital;

	3.	Such reserves may not be distributed as cash dividends;

	4.	Our PRC subsidiaries may also allocate a portion of their after-tax profits to their staff welfare funds and bonus funds; except in the event of a liquidation, these funds can not be distributed to stockholders; the Company does not participate in a Joint Welfare Fund;

	5.	The incurrence of debt, particularly the instruments governing such debt, may restrict a subsidiary’s ability to pay dividends to stockholders or make other cash distributions; and

	6.	The Company is subject to covenants and consent requirements.

If, due to the aforementionedreasons, our subsidiaries are unable to pay dividends and/or make other cash payments to the Company when needed, the Company’sability to conduct operations, make investments, engage in acquisitions, or undertake other working capital-dependent initiatives, maybe materially and adversely affected. However, our operations and business, including investment and/or acquisitions by our subsidiariesin China, will not be affected as long as the capital flows remain within PRC.

PRC Regulations

In accordance with PRCregulations on Enterprises with Foreign Investment and their articles of association, a foreign-invested enterprise (“FIE”)established in the PRC is required to provide statutory reserves, which are appropriated from net profit, as reported in the FIE’sPRC statutory financial accounts. A FIE is required to allocate at least 10% of its annual after-tax profit to the surplus reserve untilsuch reserve balance reaches 50% of its respective registered capital (based on the FIE’s PRC statutory accounts). The aforementionedreserves may only be used for specific purposes and may not be distributed as cash dividends. Until such contribution of capital is satisfied,the FIE is not allowed to repatriate profits to its stockholders, unless approved by the State Administration of Foreign Exchange. Oncethis requirement is satisfied, the remaining funds may be appropriated at the discretion of the FIE’s board of directors. Our subsidiary,Shanghai TCH, qualifies as a FIE and is therefore subject to the aforementioned regulations on distributable profits.

Additionally, in accordancewith PRC corporate law, a domestic enterprise is required to maintain a surplus reserve of at least 10% of its annual after-tax profituntil such reserve has reached 50% of its respective registered capital based on the enterprise’s PRC statutory accounts. The aforementionedreserves can only be used for specific purposes and may not be distributed as cash dividends. Xi’an TCH, Huahong, Zhonghong andErdos TCH were established as domestic enterprises; therefore, each is subject to the above-mentioned restrictions on distributable profits.

As a result of PRC lawsand regulations that require annual appropriations of 10% of after-tax income to be set aside, prior to payment of dividends, in a generalreserve fund, the Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Companyas a dividend or otherwise.

Chart of the Company’sStatutory Reserve

Pursuant to PRC corporatelaw, effective January 1, 2006, the Company is required to appropriate a statutory reserve from its after-tax profit before declaringor paying dividends. The statutory reserve is restricted retained earnings. Our restricted and unrestricted retained earnings under USGAAP are classified as below:

	As of
	June 30, 2025			December 31, 2024
Unrestricted accumulated deficit	$	(64,185,659	)	$	(62,056,383	)
Restricted retained earnings (surplus reserve fund)		15,191,645			15,191,645
Total accumulated deficit	$	(48,994,014	)	$	(46,864,738	)

OFF-BALANCE SHEETARRANGEMENTS

We have not entered intoany other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered intoany derivative contracts that are indexed to our shares and classified as stockholders’ equity or that are not reflected in ourCFS. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves ascredit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that providesfinancing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

CONTRACTUAL OBLIGATIONS

The Company’s contractualobligations as of June 30, 2025, are as follows:

	1 year		More than		See Note
Contractual Obligation	or less		1 year		(for details)
Notes payable – Principle	$	-	$	-	10
Interest payable of notes payable					10
Interest payable of Entrusted loan	$	347,591	$	-	9
Total	$	347,591	$	-

The Company believes it has sufficient cash asof June 30, 2025, and a sufficient channel to obtain any loans that may be necessary to meet its working capital needs from commercialinstitutions. Historically, we have been able to obtain loans or otherwise achieve our financing objectives due to the Chinese government’ssupport for energy-saving businesses with stable cash inflows, good credit ratings and history. In November 2024, we paid the Entrustedloan principal of $10,548,957 (RMB77 million), with interest still outstanding.

Item 3. Quantitative and Qualitative Disclosuresabout Market Risk.

We are a smaller reporting company as definedby Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Exchange Rate Risk

Our operations are conducted mainly in the PRC.As such, our earnings are subject to movements in foreign currency exchange rates when transactions are denominated in RMB, which is ourfunctional currency. Accordingly, our operating results are affected by changes in the exchange rate between the U.S. dollar and thosecurrencies.

Item 4. Controls and Procedures.

Evaluation of DisclosureControls and Procedures

Disclosure controlsand procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed orsubmitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’srules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that informationrequired to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our Chief ExecutiveOfficer and Chief Financial Officer (together, the “Certifying Officers”), to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management,including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controlsand procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. The Company maintains disclosure controls and procedureswhich are designed to provide reasonable assurance that information required to be disclosed in the Company’s periodic SEC reportsis recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such informationis accumulated and communicated to its principal executive officer and principal financial officer, as appropriate, to allow timely decisionsregarding required disclosure. The Company’s management, with the participation of the Company’s Chief Executive Officer (“CEO”)and Chief Financial Officer (“CFO”), has evaluated the effectiveness of the Company’s “disclosure controls andprocedures,” as such term is defined in Rules 13a - 15(e) and 15d - 15(e) of the Securities Exchange Act of 1934 (“ExchangeAct”) at the end of the period covered by this Report. Based upon that evaluation, our CEO and CFO concluded that, as of June 30,2025, the Company’s disclosure controls and procedures were effective.

Changes in InternalControl over Financial Reporting

With the participationof the Company’s management, including its CEO and CFO, the Company also conducted an evaluation of the Company’s internalcontrol over financial reporting to determine whether any changes occurred during the Company’s fiscal quarter ended as of June30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financialreporting. Based on such evaluation, management concluded that, as of the end of the period covered by this Report, there have not beenany changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)under the Exchange Act) during the fiscal quarter to which this Report relates that have materially affected, or are reasonably likelyto materially affect, the Company’s internal control over financial reporting.

Inherent Limitationson Effectiveness of Controls

Our management, includingthe CEO and CFO, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detectall error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurancethat the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints,and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems,no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issuesand instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions aboutthe likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potentialfuture conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controlsmay become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be subject to legalproceedings and claims in the ordinary course of business. We are not currently a party to any material legal proceedings, and to ourknowledge none is threatened. There can be no assurance that future legal proceedings arising in the ordinary course of business or otherwisewill not have a material adverse effect on our financial position, results of operations or cash flows.

In November 2019, Beijing Hongyuan Recycling EnergyInvestment Center (“BIPC”), or Hongyuan, filed a lawsuit with the Beijing Intermediate People’s Court against Xi’anTCH to compel Xi’an TCH to repurchase certain stock pursuant to a stock repurchase option agreement. On April 9, 2021, the courtrendered a judgment in favor of Hongyuan. Xi’an TCH filed a motion for retrial to High People’s Court of Beijing on April13, 2022, because Xi’an TCH paid RMB261 million ($37.58 million) principal and interest to Hongyuan as an out-of-court settlement.On April 11, 2022, Xi’an Zhonghong New Energy Technology Co. Ltd., filed an application for retrial and provided relevant evidenceto the Beijing High People’s Court on the Civil Judgment No. 264, awaiting trial. On August 10, 2022, Beijing No. 1 IntermediatePeople’s Court of Beijing issued a Certificate of Active Performance, proving that Xi’an Zhonghong New Energy Technology Co.,Ltd. had fulfilled its buyback obligations as disclosed in Note 9 that, on April 9, 2021, Xi’an TCH, Xi’an Zhonghong, GuohuaKu, Chonggong Bai and HYREF entered a Termination of Fulfillment Agreement (termination agreement). Under the termination agreement, theoriginal buyback agreement entered on December 19, 2019 was terminated upon signing of the termination agreement. HYREF will not executethe buy-back option and will not ask for any additional payment from the buyers other than keeping the CDQ WHPG station.

As of the date of this Report, Xi’an Zhonghong is waiting forCourt’s decision on retrial petition that was submitted in April 2022. During this waiting period, BIPC entered the execution procedure,and there is a balance of RMB14,204,317 ($2.20 million) between the amount executed by the court and the liability recognized by Xi ‘anTCH, which was mainly the enforcement fee, legal and penalty fee for the original judgement, and was automatically generated by the tollcollection system of the People’s court. The Company accrued $2.10 million litigation expense as of December 31, 2024.

On June 28, 2021, Beijing No.4 Intermediate People’sCourt of Beijing entered into a judgement that Xi’an Zhonghong Technology Co., Ltd. should pay the loan principal of RMB77 million($11.06 million) with loan interest of RMB2,418,449 ($0.35 million) to Beijing Hongyuan Recycling Energy Investment Center (Limited Partnership).In the end of 2022, Beijing No.4 Intermediate People’s Court of Beijing entered into the judgment enforcement procedure, which,in addition to the loan principal with interest amount, Xi’an Zhonghong Technology Co., Ltd. was to pay judgment enforcement fee,late fee and other fees of RMB80,288,184 ($11.53 million) in total, the Company recorded these additional fees in 2022. On November 29,2024, The Company paid Hongyuan RMB77,000,000 ($10.81 million) to Beijing Hongyuan Recycling Energy Investment Center (Limited Partnership).

On October 17, 2022, United States District Court for the Districtof Nevada (the “Court”) entered into a default judgment against us and our transfer agent, Securities Transfer Corporationthat the plaintiff, Newbridge Securities Corporation (the “Plaintiff”) was entitled to payment in the amount of $139,066.0.On May 15, 2024, Securities Transfer Corporation entered into a stipulation with the Plaintiff. Pursuant to this stipulation, the Courtordered the issuance of 128,765 shares of CREG to the Plaintiff and its assignees. The abovementioned shares were issued to the Plaintiffand its assignees as of August 14, 2024.

Item 1A. Risk Factors.

We are a smaller reporting company and accordingly we are not requiredto provide information required by this Item. Moreover, there have been no material changes in our risk factors from those disclosed inPart I, Item 1A, of our Annual Report on Form 10-K as of and for the year ended December 31, 2024. An investment in our common stock involvesvarious risks. When considering an investment in our company, you should consider carefully all of the risk factors described in our mostrecent Form 10-K and the registration statement as referenced above. If any of those risks, incorporated by reference in this Form 10-Q,occur, the market price of our shares of common stock could decline and investors could lose all or part of their investment. These risksand uncertainties are not the only ones facing us and there may be additional matters that we are unaware of or that we currently considerimmaterial. All of these could adversely affect our business, financial condition, results of operations and cash flows and, thus, thevalue of an investment in our company.

Item 2. Unregistered Sales of Equity Securitiesand Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The following exhibits are filed as part of, orincorporated by reference into, this Report:

Number		Description

3.1		Articles of Incorporation (filed as Exhibit 3.05 to the Company’s Form 10-KSB for the fiscal year ended December 31, 2001).

3.2		Fifth Amended and Restated Bylaws (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K dated March 9, 2022).

3.3		Certificate of Change (filed as Exhibit 3.6 to the Company’s Current Report on Form 8-K dated May 24, 2016).

3.4		Certificate of Amendment (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated March 9, 2022).

4.1		Common Stock Specimen (filed as Exhibit 4.1 to the Company’s Registration Statement on Form SB-2 dated November 12, 2004; 1934 Act File No. 333-120431).

4.2		Description of Securities of China Recycling Energy Corporation registered under Section 12 of the Securities Exchange Act of 1934, as amended (filed as Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on May 14, 2020).

4.3		Form of Pre-Funded Warrants (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated December 31, 2024)

10.1		Supplementary Agreement by and between Inner Mongolia Erdos TCH Energy Saving Development Co., Ltd. and Inner Mongolia Erdos Metallurgy Co., Ltd., dated December 1, 2009 (filed as Exhibit 10.27 to the Company’s Form 10-K for the year ended December 31, 2009).

10.2		Joint Operation Agreement by and between Xi’an TCH Energy Technology Co., Ltd., a wholly owned subsidiary of the Company, and Inner Mongolia Erdos Metallurgy Co., Ltd., dated January 20, 2009 (filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended June 30, 2009).

10.3		Form of Independent Director Agreement. (filed as Exhibit 10.28 on the Company’s Registration Statement on Form 10, filed on February 5, 2010).

10.4		English Translation of Employment Agreement between the Company and Guohua Ku, dated December 10, 2020 (filed as Exhibit 10.4 to the Company’s Form 10-K for the year ended December 31, 2022).

10.5		English Translation of Employment Agreement between the Company and Yongjiang Shi, dated December 16, 2021(filed as Exhibit 10.5 to the Company’s Form 10-K for the year ended December 31, 2022).

10.6		Biomass Power Generation Asset Transfer Agreement (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 16, 2013).

10.7		Biomass Power Generation Project Lease Agreement (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated September 16, 2013).

10.8		Partnership Agreement of Beijing Hongyuan Recycling Energy Investment Center, LLP, dated July 18, 2013 (filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended September 30, 2013).

10.9		EPC Contract for Boxing CDQ Waste Heat Power Generation Project, dated July 22, 2013, by and between Xi’an Zhonghong New Energy Technology Co., Ltd and Xi’an Huaxin New Energy Co., Ltd (filed as Exhibit 10.3 to the Company’s Form 10-Q for the quarterly period ended September 30, 2013).

10.10		EPC Contract for CDQ Power Generation Project of Xuzhou Tianyu Group, dated July 22, 2013, by and between Xi’an Zhonghong New Energy Technology Co., Ltd and Xi’an H201uaxin New Energy Co., Ltd. (filed as Exhibit 10.4 to the Company’s Form 10-Q for the quarterly period ended September 30, 2013).

10.11		Cooperation Agreement, dated July 22, 2013, by and between Xi’an Zhonghong New Energy Technology Co., Ltd. and Jiangsu Tianyu Energy and Chemical Group Co., Ltd (filed as Exhibit 10.5 to the Company’s Form 10-Q for the quarterly period ended September 30, 2013).

10.12		Waste Heat Power Generation Energy Management Cooperative Agreement with Zhongtai (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 6, 2013).

10.13		CDQ Power Generation Energy Management Cooperative Agreement with Rongfeng (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 17, 2013).

10.14		China Recycling Energy Corporation Omnibus Equity Plan (Incorporated by reference from Appendix A to the Company’s Definitive Schedule 14A filed on April 30, 2015).

10.15		Transfer Agreement of CDQ & Waste Heat Power Generation, dated November 16, 2015, by and between Xi’an TCH Energy Technology Co., Ltd and Tangshan Rongfeng Iron & Steel Co., Ltd. and Xi’an Huaxin New Energy Co., Ltd. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 20, 2015).

10.16		Xuzhou Zhongtai CDQ and Waste Heat Power Generation System Transfer Agreement, dated March 14, 2016, by Xi’an TCH Energy Technology Co., Ltd, Xuzhou Zhongtai Energy Technology Co., Ltd. and Xi’an Huaxin New Energy Co., Ltd. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 18, 2016).

10.17		Repurchase Agreement for Coking Coal Gas Power Generation Project, dated June 22, 2016, by and between Xi’an TCH Energy Technology Co., Ltd., and Qitaihe City Boli Yida Coal Selection Co., Ltd. (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q dated August 15, 2016).

10.18		Securities Purchase Agreement by and between China Recycling Energy Corporation and Iliad Research and Trading, L.P., dated July 11, 2018 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 17, 2018).

10.19		Convertible Promissory Note, issued by China Recycling Energy Corporation to Iliad Research and Trading, L.P., dated July 11, 2018 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 17, 2018).

10.20

Equity Purchase Agreement by and between Shanghai TCH Energy Technology Co., Ltd. and Jinhua Wang, dated September 30, 2018 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 30, 2018).

10.21		Agreement of Supplementary and Amendment by and between Shanghai TCH Energy Technology Co., Ltd. and Jinhua Wang, dated November 21, 2018 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 26, 2018).

10.22		CDQ WHPG Station Fixed Assets Transfer Agreement, dated December 29, 2018, by and among Xi’an Zhonghong, Xi’an TCH, the HYREF, Guohua Ku and Chonggong Bai (filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K dated for the year ended December 31, 2018 filed on March 16, 2019).

10.23		Buy-Back Agreement, dated December 29, 2018, by and among HYREF, Xi’an Zhonghong, Xi’an TCH, Guohua Ku, Chonggong Bai and Xi’an Hanneng (filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K dated for the year ended December 31, 2018 filed on March 16, 2019).

10.24		Equity Transfer Agreement, dated December 29, 2018, by and between Xi’an TCH and Hongyuan Huifu. (filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K dated for the year ended December 31, 2018 filed on March 16, 2019)†

10.25		Equity Transfer Agreement, dated December 29, 2018, by and between Shanghai TCH and HYREF. (filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K dated for the year ended December 31, 2018 filed on April 16, 2019)

10.26		Supplementary Agreement of Equity Transfer Agreement, dated December 29, 2018, by and among Xi’an TCH, Hongyuan Huifu, and the Fund Management Company. (filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K dated for the year ended December 31, 2018 filed on April 16, 2019)

10.27		Projects Transfer Agreement by and among Xi’an Zhonghong, Xi’an TCH, and Mr. Chonggong Bai, dated January 4, 2019 (filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K dated for the year ended December 31, 2018 filed on April 16, 2019).

10.28		Securities Purchase Agreement by and between China Recycling Energy Corporation and Great Essential Investment, Ltd, dated February 13, 2019 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 19, 2019).

10.29		Termination of Equity Purchase Agreement and Supplementary Amendment Agreement by and between Shanghai TCH and Mr. Jihua Wang, dated March 29, 2019 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 29, 2019).

10.30		Forebearance Agreement by and between China Recycling Energy Corporation and Iliad Research and Trading, L.P. dated September 11, 2019 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 11, 2019).

10.31		Exchange Agreement by and between China Recycling Energy Corporation and Iliad Research and Trading, L.P. 2019 dated September 19, 2019 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 19, 2019).

10.32		Termination Agreement of Lease Agreement of Biomass Power Generation Project by and between Xi’an TCH Energy Technology Co., Ltd. and Pucheng Xin Heng Yuan Biomass Power Generation Co., Ltd. dated September 29, 2019 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 29, 2019).

10.33		Exchange Agreement by and between China Recycling Energy Corporation and Iliad Research and Trading, L.P. dated October 16, 2019 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 16, 2019).

10.34		Amendment to Forebearance Agreement by and between China Recycling Energy Corporation and Iliad Research and Trading, L.P. dated December 16, 2019 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 16, 2019).

10.35		Exchange Agreement by and between China Recycling Energy Corporation and Iliad Research and Trading, L.P. dated January 3, 2020 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 3, 2020).

10.36		Exchange Agreement by and between China Recycling Energy Corporation and Iliad Research and Trading, L.P. dated January 13, 2020 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 13, 2020).

10.37		Exchange Agreement by and between China Recycling Energy Corporation and Iliad Research and Trading, L.P. dated May 4, 2020 (filed as Exhibit 10.30 to the Company’s Current Report on Form 8-K, dated May 4, 2020).

10.38		Employment Agreement by and between China Recycling Energy Corporation and Yongjiang (Jackie) Shi, dated May 8, 2020(filed as Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on May 14, 2020).

10.39		Exchange Agreement dated as of May 15, 2020 by and between China Recycling Energy Corporation and Lliad Research and Trading, L.P. (filed as Exhibit 10.39 to the Company’s Current Report on Form 8-K, dated May 21, 2020).

10.40		Forbearance Agreement dated as of May 15, 2020 by and between China Recycling Energy Corporation and Lliad Research and Trading, L.P. (filed as Exhibit 10.40 to the Company’s Current Report on Form 8-K, dated May 21, 2020).

10.41		Exchange Agreement dated as of May 29, 2020 by and between China Recycling Energy Corporation and Lliad Research and Trading, L.P. (filed as Exhibit 10.41 to the Company’s Current Report on Form 8-K, dated June 4, 2020).

10.42		Equity Acquisition Agreement dated as of December 22, 2020 by and between China Recycling Energy Corporation and Shanghai TCH Energy Technology Co., Ltd., Zheng Feng, Yinhua Zhang, Weidong Xu and Xi’an Taiying Energy Saving Technology Co., Ltd. (filed as Exhibit 10.43 to the Company’s Current Report on Form 8-K, dated December 29, 2020).

10.43		Promissory Note dated as of December 4, 2020 by and between China Recycling Energy Corporation and Streeterville Capital, LLC. (filed as Exhibit 10.43 to the Company’s Form S-1/A dated October 6, 2021)

10.44		Exchange Agreements dated as of August 24, 2021 by and between China Recycling Energy Corporation and Streeterville Capital, LLC. (filed as Exhibit 10.44 to the Company’s Form S-1/A dated October 6, 2021)

10.45		Exchange Agreements dated as of August 31, 2021 by and between China Recycling Energy Corporation and Streeterville Capital, LLC. (filed as Exhibit 10.45 to the Company’s Form S-1/A dated October 6, 2021)

10.46		Exchange Agreements dated as of September 1, 2021 by and between China Recycling Energy Corporation and Streeterville Capital, LLC. (filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q dated November 12, 2021)

10.47		Exchange Agreements dated as of October 8, 2021 by and between China Recycling Energy Corporation and Streeterville Capital, LLC. (filed as Exhibit 10.2 to the Company’s quarterly report on Form 10-Q dated November 12, 2021)

10.48		Exchange Agreements dated as of October 21, 2021 by and between China Recycling Energy Corporation and Streeterville Capital, LLC. (filed as Exhibit 10.3 to the Company’s quarterly report on Form 10-Q dated November 12, 2021)

10.49		Exchange Agreements dated as of October 25, 2021 by and between China Recycling Energy Corporation and Streeterville Capital, LLC. (filed as Exhibit 10.4 to the Company’s quarterly report on Form 10-Q dated November 12, 2021)

10.50		Exchange Agreements dated as of November 9, 2021 by and between China Recycling Energy Corporation and Streeterville Capital, LLC. (filed as Exhibit 10.5 to the Company’s quarterly report on Form 10-Q dated November 12, 2021)

10.51		Exchange Agreements dated as of November 30, 2021 by and between China Recycling Energy Corporation and Streeterville Capital, LLC. (filed as Exhibit 10.51 to the Company’s Amendment to Registration Statement on Form S1/A dated December 3, 2021)

10.52		Exchange Agreements dated as of November 7, 2022 by and between China Recycling Energy Corporation and Bucktown Capital, LLC. (filed as Exhibit 10.53 to the Company’s annual report on Form 10-K dated May, 8, 2023)

10.53		Exchange Agreements dated as of January 6, 2023 by and between China Recycling Energy Corporation and Bucktown Capital, LLC. (filed as Exhibit 10.54 to the Company’s annual report on Form 10-K dated May, 8, 2023)

10.54		Exchange Agreements dated as of January 18, 2023 by and between China Recycling Energy Corporation and Bucktown Capital, LLC. (filed as Exhibit 10.55 to the Company’s annual report on Form 10-K dated May, 8, 2023)

10.55		Exchange Agreements dated as of February 13, 2023 by and between China Recycling Energy Corporation and Bucktown Capital, LLC. (filed as Exhibit 10.56 to the Company’s annual report on Form 10-K dated May, 8, 2023)

10.56		Exchange Agreements dated as of December 29, 2023 by and between China Recycling Energy Corporation and Bucktown Capital, LLC. (filed as Exhibit 10.57 to the Company’s annual report on Form 10-K dated April 11, 2024)

10.57		Form of Securities Purchase Agreement between the Company and certain Purchasers, dated December 25, 2024 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 31, 2024)

10.58		Form of Securities Purchase Agreement between the Company and certain Purchasers, dated February 18, 2025(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 25, 2025)

10.59		Form of Exchange Agreement between the Company and certain Lender, dated March 6, 2025

10.60		China Recycling Energy Corporation Omnibus Equity Plan (filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 dated April 18, 2025)

10.61*		Exchange Agreement dated as of July 22, 2025 by and between the Company and Bucktown Capital, LLC

10.62*		Exchange Agreement dated as of July 31, 2025 by and between the Company and Bucktown Capital, LLC

10.63*		Exchange Agreement dated as of August 8, 2025 by and between the Company and Bucktown Capital, LLC

14.1		Code of Ethics (filed as Exhibit 14.1 to the Company’s Current Report on Form 8-K dated December 2, 2009).

19.1		Insider Trading Policy, dated November 25, 2009. (filed as Exhibit 19.1 to the Company’s annual report on Form 10-K dated May, 8, 2023)

21.1		Subsidiaries (filed as Exhibit 21.1 to the Company’s Annual Report on Form 10-K dated May 14, 2020).

31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.
**	Furnished herewith.

SIGNATURES

Pursuant to the requirements of Securities ExchangeAct of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SMART POWERR CORP.

Date: August 13, 2025	By:	/s/ Guohua Ku
	Name:	Guohua Ku
	Title:	Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)

Date: August 13, 2025	By:	/s/ Yongjiang Shi
	Name:	Yongjiang Shi
	Title:	Chief Financial Officer
		(Principal Financial Officer)

THE EXCHANGE CONTEMPLATED HEREINIS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

This ExchangeAgreement (this “Agreement”) is entered into as of July 22, 2025 by and between Bucktown Capital, LLC, a Utah limitedliability company (“Lender”), and Smart Powerr Corp. (f/k/a China Recycling Energy Corporation), a Nevada corporation(“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them inthe Original Note (defined below).

A. Borrowerpreviously sold and issued to Lender that certain Promissory Note dated April 2, 2021 in the original principal amount of $5,250,000.00(the “Original Note”) pursuant to that certain Securities Purchase Agreement dated April 2, 2021 by and between Lenderand Borrower (the “Purchase Agreement,” and together with the Original Note and all other documents entered into inconjunction therewith, the “Transaction Documents”).

B. Subjectto the terms of this Agreement, Borrower and Lender desire to partition a new Promissory Note in the original principal amount of $250,000.00(the “Partitioned Note”) from the Original Note and then cause the outstanding balance of the Original Note to be reducedby an amount equal to the initial outstanding balance of the Partitioned Note.

C. Borrowerand Lender further desire to exchange (such exchange is referred to as the “Note Exchange”) the Partitioned Note forthe delivery of 123,152 shares of the Company’s Common Stock, par value $0.001 (the “Common Stock,” and such123,152 shares of Common Stock, the “Exchange Shares”), according to the terms and conditions of this Agreement.

D. TheNote Exchange will consist of Lender surrendering the Partitioned Note in exchange for the Exchange Shares, which will be issued freeof any restrictive securities legend pursuant to Rule 144. Other than the surrender of the Partitioned Note, no consideration of any kindwhatsoever shall be given by Lender to Borrower in connection with this Agreement.

E. Lenderand Borrower now desire to exchange the Partitioned Note for the Exchange Shares on the terms and conditions set forth herein.

NOW, THEREFORE,for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Recitalsand Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true andaccurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.

2. Partition.Effective as of the date hereof, Borrower and Lender agree that the Partitioned Note is hereby partitioned from the Original Note. Followingsuch partition of the Original Note, Borrower and Lender agree that the Original Note shall remain in full force and effect, providedthat the outstanding balance of the Original Note shall be reduced by an amount equal to the initial outstanding balance of the PartitionedNote.

3. Issuanceof Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares shall be delivered to Lender on or before July24, 2025 and the Note Exchange shall occur with Lender surrendering the Partitioned Note to Borrower on the Free Trading Date (as definedbelow). On the Free Trading Date, the Partitioned Note shall be cancelled and all obligations of Borrower under the Partitioned Note shallbe deemed fulfilled. All Exchange Shares delivered hereunder shall be delivered via DWAC to Lender’s designated brokerage account.Subject to the securities laws and regulations, Borrower agrees to provide all necessary cooperation or assistance that may be requiredto cause all Exchange Shares delivered hereunder to become Free Trading (the first date such occurs, the “Free Trading Date”).For purposes hereof, the term “Free Trading” means that (a) the Exchange Shares have been cleared and approved forpublic resale by the compliance departments of Lender’s brokerage firm and the clearing firm servicing such brokerage, and (b) suchshares are held in the name of the clearing firm servicing Lender’s brokerage firm and have been deposited into such clearing firm’saccount for the benefit of Lender.

4. Closing.The closing of the transaction contemplated hereby (the “Closing”) along with the delivery of the Exchange Shares toLender shall occur on the date that is mutually agreed to by Borrower and Lender by means of the exchange by email of .pdf documents,but shall be deemed to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.

5. HoldingPeriod, Tacking and Legal Opinion. Lender and Borrower agree that for the purposes of Rule 144 (“Rule 144”) ofthe Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Partitioned Note and the ExchangeShares will include Lender’s holding period of the Original Note from April 2, 2021, which date is the date that the Original Notewas originally issued. Borrower agrees not to take a position contrary to this Section 5 in any document, statement, setting, or situation.Borrower agrees to take all action necessary to issue the Exchange Shares without restriction, and not containing any restrictive legendwithout the need for any action by Lender; provided that the applicable holding period has been met. In furtherance thereof, prior tothe Closing, counsel to Lender may, in its sole discretion, provide an opinion that: (a) the Exchange Shares may be resold pursuant toRule 144 without volume or manner-of-sale restrictions or current public information requirements; and (b) the transactions contemplatedhereby and all other documents associated with this transaction comport with the requirements of Section 3(a)(9) of the Securities Act.Borrower represents that it is in full compliance with the tests and standards set forth in Rule 144(i)(2) as of the date of this Agreement.The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of the Partitioned Note. The ExchangeShares shall not constitute a novation or satisfaction and accord of the Partitioned Note. Borrower acknowledges and understands thatthe representations and agreements of Borrower in this Section 5 are a material inducement to Lender’s decision to consummate thetransactions contemplated herein.

6. Representations,Warranties and Agreements of Borrower. In order to induce Lender to enter into this Agreement, Borrower, for itself, and for itsaffiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Borrower has full power andauthority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which havebeen duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to anygovernmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations ofBorrower hereunder, (c) except as specifically set forth herein, nothing herein shall in any manner release, lessen, modify orotherwise affect Borrower’s obligations under the Original Note, (d) the issuance of the Exchange Shares is duly authorized byall necessary corporate action and the Exchange Shares are validly issued, fully paid and non-assessable, free and clear of alltaxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature anddescription, (e) Borrower has not received any consideration in any form whatsoever for entering into this Agreement, other than thesurrender of the Partitioned Note, and (f) Borrower has taken no action which would give rise to any claim by any person for abrokerage commission, placement agent or finder’s fee or other similar payment by Borrower related to this Agreement.

7. Representations,Warranties and Agreements of Lender. In order to induce Borrower to enter into this Agreement, Lender, for itself, and for its affiliates,successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Lender has full power and authority to enterinto this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized byall proper and necessary action, and (b) no consent, approval, filing or registration with or notice to any governmental authority isrequired as a condition to the validity of this Agreement or the performance of any of the obligations of Lender hereunder.

8. Arbitration.By its execution of this Agreement, each party agrees to be bound by the Arbitration Provisions (as defined in the Purchase Agreement)set forth as an exhibit to the Purchase Agreement and the parties agree to submit all Claims (as defined in the Purchase Agreement) arisingunder this Agreement or any Transaction Document or other agreement between the parties and their affiliates to binding arbitration pursuantto the Arbitration Provisions.

9. GoverningLaw; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity,interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving effect toany choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that would cause theapplication of the laws of any jurisdictions other than the State of Utah. The provisions set forth in the Purchase Agreement to determinethe proper venue for any disputes are incorporated herein by this reference. BORROWER HEREBY IRREVOCABLYWAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTIONWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

10. Counterparts.This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the samedocument. All counterparts shall be construed together and constitute the same instrument. The exchange of copies of this Agreementand of signature pages by facsimile transmission or other electronic transmission (including email) shall constitute effectiveexecution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.Signatures of the parties transmitted by facsimile transmission or other electronic transmission (including email) shall be deemedto be their original signatures for all purposes.

11. Attorneys’Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this Agreement, the prevailingparty shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such prevailingparty in connection with the arbitration, litigation and/or dispute without reduction or apportionment based upon the individual claimsor defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s powerto award fees and expenses for frivolous or bad faith pleading.

12. NoReliance. Each party acknowledges and agrees that neither the other party nor any of such other party’s officers, directors,members, managers, equity holders, representatives or agents has made any representations or warranties to the party or any of its agents,representatives, officers, directors, or employees except as expressly set forth in this Agreement and the Transaction Documents and,in making its decision to enter into the transactions contemplated by this Agreement, the party is not relying on any representation,warranty, covenant or promise of the other party or such other party’s officers, directors, members, managers, equity holders, agentsor representatives other than as set forth in this Agreement.

13. Severability.If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of theparties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.

14. EntireAgreement. This Agreement, together with the Transaction Documents, and all other documents referred to herein, supersedes all otherprior oral or written agreements between Borrower, Lender, its affiliates and persons acting on its behalf with respect to the mattersdiscussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respectto the matters covered herein and therein and, except as specifically set forth herein or therein, neither Lender nor Borrower makes anyrepresentation, warranty, covenant or undertaking with respect to such matters.

15. Amendments.This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of this Agreement maybe waived except in writing signed by the party against whom such waiver is sought to be enforced.

16. Successorsand Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Lender hereunder may beassigned by Lender to a third party, including its financing sources, in whole or in part. Neither party shall assign this Agreement orany of its obligations herein without the prior written consent of the other party.

17. ContinuingEnforceability; Conflict Between Documents. Except as otherwise modified by this Agreement, the Original Note and each of the otherTransaction Documents shall remain in full force and effect, enforceable in accordance with all of its original terms and provisions.This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Lender and Borrower. If thereis any conflict between the terms of this Agreement, on the one hand, and the Original Note or any other Transaction Document, on theother hand, the terms of this Agreement shall prevail.

18. Timeof Essence. Time is of the essence with respect to each and every provision of this Agreement.

19. Notices.Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this Agreement to be givento Borrower or Lender shall be given as set forth in the “Notices” section of the Purchase Agreement.

20. FurtherAssurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall executeand deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order tocarry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

IN WITNESS WHEREOF, the undersigned haveexecuted this Agreement as of the date first set forth above.

THE EXCHANGE CONTEMPLATED HEREINIS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

This ExchangeAgreement (this “Agreement”) is entered into as of July 31, 2025 by and between Bucktown Capital, LLC, a Utah limitedliability company (“Lender”), and Smart Powerr Corp. (f/k/a China Recycling Energy Corporation), a Nevada corporation(“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them inthe Original Note (defined below).

C. Borrowerand Lender further desire to exchange (such exchange is referred to as the “Note Exchange”) the Partitioned Note forthe delivery of 132,275 shares of the Company’s Common Stock, par value $0.001 (the “Common Stock,” and such132,275 shares of Common Stock, the “Exchange Shares”), according to the terms and conditions of this Agreement.

E. Lenderand Borrower now desire to exchange the Partitioned Note for the Exchange Shares on the terms and conditions set forth herein.

NOW, THEREFORE,for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

3. Issuanceof Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares shall be delivered to Lender on or before August5, 2025 and the Note Exchange shall occur with Lender surrendering the Partitioned Note to Borrower on the Free Trading Date (as definedbelow). On the Free Trading Date, the Partitioned Note shall be cancelled and all obligations of Borrower under the Partitioned Note shallbe deemed fulfilled. All Exchange Shares delivered hereunder shall be delivered via DWAC to Lender’s designated brokerage account.Subject to the securities laws and regulations, Borrower agrees to provide all necessary cooperation or assistance that may be requiredto cause all Exchange Shares delivered hereunder to become Free Trading (the first date such occurs, the “Free Trading Date”).For purposes hereof, the term “Free Trading” means that (a) the Exchange Shares have been cleared and approved forpublic resale by the compliance departments of Lender’s brokerage firm and the clearing firm servicing such brokerage, and (b) suchshares are held in the name of the clearing firm servicing Lender’s brokerage firm and have been deposited into such clearing firm’saccount for the benefit of Lender.

11. Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of thisAgreement, the prevailing party shall therefore be entitled to an additional award of the full amount of the attorneys’ fees andexpenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction or apportionmentbased upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’sor a court’s power to award fees and expenses for frivolous or bad faith pleading.

18. Timeof Essence. Time is of the essence with respect to each and every provision of this Agreement.

IN WITNESS WHEREOF, the undersigned haveexecuted this Agreement as of the date first set forth above.

THE EXCHANGE CONTEMPLATED HEREINIS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

This ExchangeAgreement (this “Agreement”) is entered into as of August 8, 2025 by and between Bucktown Capital, LLC, a Utah limitedliability company (“Lender”), and Smart Powerr Corp. (f/k/a China Recycling Energy Corporation), a Nevada corporation(“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them inthe Original Note (defined below).

B. Subjectto the terms of this Agreement, Borrower and Lender desire to partition a new Promissory Note in the original principal amount of $200,000.00(the “Partitioned Note”) from the Original Note and then cause the outstanding balance of the Original Note to be reducedby an amount equal to the initial outstanding balance of the Partitioned Note.

C. Borrowerand Lender further desire to exchange (such exchange is referred to as the “Note Exchange”) the Partitioned Note forthe delivery of 134,408 shares of the Company’s Common Stock, par value $0.001 (the “Common Stock,” and such134,408 shares of Common Stock, the “Exchange Shares”), according to the terms and conditions of this Agreement.

E. Lenderand Borrower now desire to exchange the Partitioned Note for the Exchange Shares on the terms and conditions set forth herein.

NOW, THEREFORE,for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

3. Issuanceof Shares. Pursuant to the terms and conditions of this Agreement, the Exchange Shares shall be delivered to Lender on or before August12, 2025 and the Note Exchange shall occur with Lender surrendering the Partitioned Note to Borrower on the Free Trading Date (as definedbelow). On the Free Trading Date, the Partitioned Note shall be cancelled and all obligations of Borrower under the Partitioned Note shallbe deemed fulfilled. All Exchange Shares delivered hereunder shall be delivered via DWAC to Lender’s designated brokerage account.Subject to the securities laws and regulations, Borrower agrees to provide all necessary cooperation or assistance that may be requiredto cause all Exchange Shares delivered hereunder to become Free Trading (the first date such occurs, the “Free Trading Date”).For purposes hereof, the term “Free Trading” means that (a) the Exchange Shares have been cleared and approved forpublic resale by the compliance departments of Lender’s brokerage firm and the clearing firm servicing such brokerage, and (b) suchshares are held in the name of the clearing firm servicing Lender’s brokerage firm and have been deposited into such clearing firm’saccount for the benefit of Lender.

11. Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of thisAgreement, the prevailing party shall therefore be entitled to an additional award of the full amount of the attorneys’ fees andexpenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction or apportionmentbased upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’sor a court’s power to award fees and expenses for frivolous or bad faith pleading.

16. Successors andAssigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Lender hereunder may beassigned by Lender to a third party, including its financing sources, in whole or in part. Neither party shall assign this Agreementor any of its obligations herein without the prior written consent of the other party.

18. Timeof Essence. Time is of the essence with respect to each and every provision of this Agreement.

IN WITNESS WHEREOF, the undersigned haveexecuted this Agreement as of the date first set forth above.

In connection with the Quarterly Report on Form 10-Q of Smart PowerrCorp. (the “Company”) for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission (the “Report”),we, Guohua Ku, Chairman of the Board and Chief Executive Officer of the Company, and Yongjiang Shi, Chief Financial Officer of the Company,each certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

	COMPANY:

	SMART POWERR CORP.

	By:	/s/ Yongjiang (Jackie) Shi
	Name:	Yongjiang (Jackie) Shi
	Title:	Chief Financial Officer

	LENDER:

	BUCKTOWN CAPITAL, LLC

	By:	/s/ John M. Fife
		John M. Fife, President

	By:	/s/ Guohua Ku
	Name:	Guohua Ku
	Title:	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Yongjiang Shi
	Name:	Yongjiang Shi
	Title:	Chief Financial Officer (Principal Financial Officer)